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EXHIBIT 5
500 Woodward Avenue, 33rd Floor
Detroit, Michigan 48226
September 26, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: COMERICA INCORPORATED - REGISTRATION STATEMENT ON FORM S-8
Dear Sir/Madam:
I am First Vice President, Assistant General Counsel and Assistant Secretary to
Comerica Incorporated, a Delaware corporation (the "Corporation"). This opinion
is being rendered with respect to the registration statement on Form S-8 filed
by the Corporation with the Securities and Exchange Commission for the purpose
of registering under the Securities Act of 1933 (the "Act"), as amended,
$2,587,500 in deferred compensation obligations of the Corporation (the
"Securities"). The Securities are to be issued under the Comerica Incorporated
1999 Discretionary Director Fee Deferral Plan (the "Plan").
I have examined such certificates, instruments, and documents and reviewed such
questions of law as I have considered necessary or appropriate for the purposes
of this opinion, and, on the basis of such examination and review, I advise you
that, in my opinion:
The Securities have been duly authorized and, when issued in accordance with the
terms of the Plan, will be legally issued.
I hereby consent to the filing of this opinion as an exhibit to the registration
statement. In giving this consent, I do not thereby admit that I am 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 thereunder.
Very truly yours,
/s/ Mark W. Yonkman
Mark W. Yonkman, Esquire
First Vice President, Assistant General Counsel and Assistant Secretary
Comerica Incorporated
Detroit, Michigan 48226
(313) 222-3432
