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                                                             Exhibits 5 and 23.2









                                Jennie P. Carlson
              Senior Vice President, General Counsel, and Secretary
                               Firstar Corporation
                              Law Department, JS-3S
                             777 E. Wisconsin Avenue
                           Milwaukee, Wisconsin 53202

                                  May 18, 1999



Securities & Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

           Re:  Firstar Corporation 1998 Employee Stock Incentive Plan

Dear Sir or Madam:

           I have acted as counsel to Firstar Corporation, a Wisconsin
corporation ("Firstar"), in connection with the registration of 12,000,000 
shares of Firstar's Common Stock, $.01 par value (the "Shares"), which may be 
issued pursuant to the Firstar 1998 Employee Stock Incentive Plan (the "Plan").

           I have examined such records and documents and have made such
investigations of law and fact as I have deemed necessary for purposes of this
opinion and, based upon such review, I am of the opinion that the Shares have
been duly and validly authorized and, when issued or sold in accordance with the
terms of the Plan, will be legally issued, fully paid and nonassessable.

           I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement on Form S-8 to be filed by Firstar to effect registration
under the Securities Act of 1933 of the Shares.

                                                    Very truly yours,


                                                    /s/ Jennie P. Carlson