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                                                                      EXHIBIT 5



                    [First American Corporation Letterhead]


                                October 27, 1998


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

RE: Registration Statement on Form S-4 Related to the Acquisition of Pioneer
    Bancshares, Inc.

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 6,425,000 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 Pioneer Bancshares,
Inc., a Delaware corporation and federal bank holding company.

        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