<PAGE>
EXHIBIT 5
[LETTERHEAD OF BASS, BERRY & SIMS PLC]
July 21, 2000
The Board of Directors of
National Commerce Bancorporation
One Commerce Square
Memphis, TN 38150
RE: Registration Statement on Form S-8 Relating to the Employee Benefit
Plans Listed on Exhibit A hereto
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-8 (the "Registration Statement") relating to
4,464,000 shares of common stock, par value $2.00 per share, of NCBC (the
"Common Stock") to be issued pursuant to the above referenced plans (the
"Plans").
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 independent
investigations with regard thereto, and, accordingly, we do not express any
opinion as to matters that might have been disclosed by independent
verification.
<PAGE>
National Commerce Bancorporation
July 21,2000
Page 2
On the basis of the foregoing, and subject to the limitations set forth
herein, we are of the opinion that the shares of Common Stock issuable in
connection with the Plans have been duly authorized and, when issued in
accordance with the terms of the Plans, will be validly 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 Securities Act of
1933, as amended (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 Securities and Exchange Commission (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,
BASS, BERRY & SIMS PLC
<PAGE>
National Commerce Bancorporation
July 21, 2000
Page 3
EXHIBIT A
---------
1993 Incentive Stock Option Plan
Salem Trust Bank 1986 Incentive Stock Option Plan
1995 Directors Performance Plan of American Federal Bank, FSB
1993 Nonstatutory Stock Option Plan for CCB Savings Bank of Lenoir, Inc., SSB
1993 Nonstatutory Stock Option Plan for Graham Savings Bank, Inc., SSB
Security Capital Bancorp Omnibus Stock Ownership and Long Term Incentive Plan
Long-Term Incentive Plan
American Federal Bank, FSB Amended and Restated 1988 Stock Option and Incentive
Plan
Stone Street Bancorp, Inc. Stock Option Plan
