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                                                                      EXHIBIT 5




January 8, 1997


First American Corporation
First American Center
Nashville, Tennessee 37237

Ladies and Gentlemen:

As General Counsel of First American Corporation, a Tennessee corporation
("First American"), I have examined and am familiar with such documents,
corporate records and other instruments as I have deemed necessary for the
purposes of this opinion, including the Hartsville Bancshares, Inc. Stock
Option Plan Agreement pursuant to the Employment Agreement by and between
Hartsville Bancshares, Inc. and Joseph H. Crabtree, Sr. dated April 12, 1983,
and amended as of May 14, 1985, October 11, 1988, and May 15, 1990 ( the
"Plan"), the corporate proceedings of First American taken to issue its Common
Stock pursuant to the Plan, and the Registration Statement on Form S-8 (the
"Registration Statement") filed by First American with the Securities and
Exchange Commission for the registration under the Securities Act of 1933, as
amended, of 64,072 shares of Common Stock, par value of $5.00 per share, of
First American ("Common Stock") to be distributed under the Plans.

Based on the foregoing, I am of the opinion that when certificates for such
shares of Common Stock have been duly executed, countersigned and registered by
a Transfer Agent of First American and paid for in accordance with applicable
law and delivered in accordance with the terms of the Plans, such shares of
Common Stock will be duly authorized, validly issued, fully paid and
non-assessable.

I hereby consent to the use of my opinion for filing as an exhibit to the
Registration Statement.

Very truly yours,

       /s/

Martin E. Simmons

MES/pam