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                                                                       EXHIBIT 5

                    [First American Corporation Letterhead]

                                August 17, 1998


First American Corporation
First American Center
Nashville, TN 37237-0700

RE: Registration Statement on Form S-4 Related to the Acquisition of CSB
Financial Corporation

Ladies and Gentlemen:

          I and other members of my staff have acted as counsel to First
American Corporation, a Tennessee corporation (the "Company"), in connection
with the preparation and filing of a Registration Statement on Form S-4 (the
"Registration Statement") relating to up to 927,836 shares (the "Shares") of
the Company's common stock, par value $2.50 per share, to be issued by the
Company in connection with the Company's acquisition of CSB Financial
Corporation, a Tennessee corporation ("CSB"), and the minority interest not
owned by CSB in Cheatham State Bank, a Tennessee state-chartered bank.

          In rendering this opinion, I have examined such corporate records and
other documents, and I have reviewed such matters of law, as I have deemed
necessary or appropriate. Based on the foregoing, I am of the opinion that the
Shares are legally authorized and, when the Registration Statement has been
declared effective by order of the Securities and Exchange Commission and the
Shares have been issued and paid for upon the terms and conditions set forth in
the Registration Statement, the Shares will be validly issued, fully paid and
nonassessable.

          I hereby consent to be named in the Registration Statement and in the
related Prospectus/Proxy Statement contained therein as the attorney who passed
upon the legality of the Shares and to the filing of a copy of this opinion as
Exhibit 5 to the Registration Statement.


                                        Very truly yours,


                                        /s/ Mary Neil Price
                                        --------------------------------
                                        MARY NEIL PRICE
                                        General Counsel
                                        First American Corporation