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<S> <C> <C>
B A S S, B E R R Y & S I M S P L C
A PROFESSIONAL LIMITED LIABILITY COMPANY
ATTORNEYS AT LAW
KNOXVILLE OFFICE: THE TOWER AT PEABODY PLACE NASHVILLE OFFICE:
1700 RIVERVIEW TOWER 100 PEABODY PLACE, SUITE 950 2700 FIRST AMERICAN CENTER
KNOXVILLE, TN 37901-1509 MEMPHIS, TENNESSEE 38103-2625 NASHVILLE, TN 37238-2700
(423) 521-6200 (901) 543-5900 (615) 742-6200
www.bassberry.com
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October 31, 2000
The Board of Directors of
National Commerce Bancorporation
One Commerce Square
Memphis, TN 38150
RE: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to National Commerce Bancorporation, a Tennessee
corporation ("NCBC"), in connection with the preparation and filing of the
Registration Statement on Form S-3 (the "Registration Statement"), to be filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, (the "Act") and relating to the
registration of 1,700,000 shares of common stock, par value $2.00 per share, of
NCBC (the "Common Stock"). The Common Stock was issued by NCBC to the holders
(the "Selling Stockholders") of all of the issued and outstanding shares of
common stock of FMT Holding Company ("FMHC") pursuant to the terms and
conditions of an Agreement and Plan of Reorganization dated as of May 31, 2000
by and between NCBC and FMHC.
In our capacity as such counsel, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such corporate records
of NCBC, such agreements and instruments, such certificates of public officials,
officers of NCBC and other persons, and such other documents as we have deemed
necessary or appropriate as a basis for the opinions hereinafter expressed. In
such examinations, we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity and completeness of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed, photostatic or facsimile
copies, and the authenticity of the originals of such copies, and we have
assumed all certificates of public officials to have been properly given and to
be accurate.
As to factual matters relevant to this opinion letter, we have relied upon
the representations and warranties as to factual matters contained in
certificates and statements of officers of NCBC and certain public officials.
Except to the extent expressly set forth herein, we have made no
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The Board of Directors of
National Commerce Bancorporation
October 31, 2000
Page 2
independent investigations with regard thereto, and, accordingly, we do not
express any opinion as to matters that might have been disclosed by independent
verification.
On the basis of the foregoing, and subject to the limitations set forth
herein, we are of the opinion that the Common Stock is legally issued, fully
paid and nonassessable.
We consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to any related registration statement subsequently
filed by NCBC pursuant to Rule 462(b) promulgated under the Act, and to the use
of our name under the heading "Legal Opinions" in any prospectus constituting a
part thereof. In giving such consent, we do not thereby admit that we are
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission thereunder.
This opinion letter is being furnished by us to NCBC and the Commission
solely for the benefit of NCBC and the Commission in connection with the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon by any other person, or by NCBC or the Commission for any other
purpose, without our express written consent. The only opinion rendered by us
consists of those matters set forth in the fourth paragraph hereof, and no
opinion may be implied or inferred beyond those expressly stated. This opinion
letter is rendered as of the date hereof, and we have no obligation to update
this opinion letter.
Sincerely,
/s/ BASS, BERRY & SIMS PLC
