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EXHIBIT 5.1
[Letterhead of Wachtell, Lipton, Rosen & Katz]
December 13, 2000
Comerica Incorporated
Comerica Tower at Detroit Center
500 Woodward Avenue
Detroit, Michigan 48226
RE: Registration Statement on Form S-4 Related
to the Acquisition of Imperial Bancorp
Ladies and Gentlemen:
We have acted as special counsel to Comerica Incorporated, a Delaware
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-4 (as amended, the "Registration Statement")
relating to the up to 20,080,000 shares (the "Shares") of the Company's common
stock, par value $5.00 per share, to be issued by the Company in connection with
the merger of Imperial Bancorp, a California corporation, with and into a wholly
owned subsidiary of the Company.
In rendering this opinion, we have examined such corporate records and
other documents, and we have reviewed such matters of law, as we have deemed
necessary or appropriate. In rendering this opinion, we have, with your consent,
relied upon oral and written representations of officers of the Company and
certificates of officers of the Company and public officials with respect to the
accuracy of the factual matters addressed in such representations and
certificates. In addition, in rendering this opinion we have, with your consent,
assumed the genuineness of all signatures or instruments relied upon by us, and
the conformity of certified copies submitted to us with the original documents
to which such certified copies relate.
We are members of the Bar of the State of New York and we express no
opinion as to the laws of any jurisdiction other than the federal laws of the
United States, the General Corporation Law of the State of Delaware and the laws
of the State of New York.
Based on and subject to the foregoing, we are of the opinion that the
Shares are legally authorized and, when the Registration Statement has been
declared effective by order of the Securities and Exchange Commission and the
Shares have been issued and paid for upon the terms and conditions set forth in
the Registration Statement, the Shares will be validly issued, fully paid and
nonassessable.
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We hereby consent to be named in the Registration Statement and in the
related proxy statement/prospectus contained therein as the attorneys who passed
upon the legality of the Shares and to the filing of a copy of this opinion as
Exhibit 5.1 to the Registration Statement. 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 Securities Act of 1933, as amended.
Very truly yours,
/s/ Wachtell, Lipton, Rosen & Katz
