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                                                                       Exhibit 5
May 7, 1998


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 relating to the registration of shares
of Deposit Guaranty Corp. ("DEP") employee benefit plans in connection with the
Company's acquisition of DEP as I have deemed necessary for the purposes of this
opinion, including the DEP Supplemental Stock Option Agreement (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 743,745
shares of Common Stock, par value of $2.50 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/

Mary Neil Price