Exhibit 5(c)
   
                                                                January 14, 1997
    



First Union Corporation,
   One First Union Center,
      Charlotte, North Carolina  28288.

Dear Sirs:
                  In connection with the  registration  under the Securities Act
of 1933  (the  "Act")  of  $500,000,000  aggregate  principal  amount  of Junior
Subordinated  Deferrable  Interest  Debentures (the "Debt  Securities") of First
Union   Corporation,   a  North  Carolina   corporation   (the   "Corporation"),
$500,000,000    aggregate    liquidation   amount   of  Capital Securities  (the
"Capital  Securities")  of First Union Institutional Capital I, a business trust
created  under  the  laws  of the State of Delaware (the "Issuer"), and the
Guarantee with respect to  the  Capital  Securities  (the   "Guarantee")  to  be
executed  and delivered  by  the Corporation for the benefit of the holders from
time  to  time  of  the Capital Securities, we, as your counsel, have examined
such corporate



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records, certificates and other documents, and such questions of law, as we have
considered necessary or appropriate for the purposes of this opinion.
                  Upon the basis of such examination, we advise you that, when:

                  (i)  the Registration Statement relating to the
         Debt Securities, the Capital Securities and the
         Guarantee has become effective under the Act;

                  (ii) the Guarantee  Agreement  relating to the Guarantee with
         respect to the Capital Securities of the Issuer has been duly executed
         and delivered;

                  (iii)  the  Debt   Securities  have  been  duly  executed  and
         authenticated in accordance with the Indenture and issued and delivered
         as contemplated in the Registration Statement; and





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   First Union Corporation




                  (iv) the   Capital  Securities  have  been  duly  executed  in
         accordance with the Amended and Restated Trust Agreement of the Issuer
         and issued and delivered as contemplated in the Registration Statement,

the Debt  Securities and the Guarantee  relating to the  Capital  Securities  of
the  Issuer  will  constitute  valid  and  legally  binding  obligations  of the
Corporation,   subject   to   bankruptcy,   insolvency,   fraudulent   transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles.





First Union Corporation                                                     -4-

   
                  The  foregoing  opinion is limited to the Federal  laws of the
United  States,  the laws of the  State of New York and the laws of the State of
North Carolina, and we are expressing no opinion as to the effect of the laws of
any other  jurisdiction.  With respect to all matters of North  Carolina law, we
have relied upon the opinion, dated January 14, 1997,  of Marion A. Cowell, Jr.,
and our  opinion is  subject to the same  qualifications  and  limitations  with
respect to such matters as are contained in Mr. Cowell's opinion.
    
                  We understand that you have received an opinion  regarding the
Capital  Securities  from  Richards,  Layton  & Finger,  LLP,  special  Delaware
counsel for the Corporation  and the Issuer.  We are expressing no opinion with
respect to the matters contained in such opinion.
                  Also,  we have  relied as to certain  matters  on  information
obtained from public  officials,  officers of the  Corporation and other sources
believed by us to be responsible.
                  We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement and to the






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First Union Corporation


references to us under the heading  "Validity of Securities" in the  Prospectus.
In giving such  consent,  we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act.
                                                            Very truly yours,

                                                            SULLIVAN & CROMWELL