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EXHIBIT 5
500 Woodward Avenue, 33rd Floor
Detroit, Michigan 48226
November 28, 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,
3,000,000 shares of the Corporation's Common Stock, $5.00 par value (the
"Shares"), which will have attached to them share purchase rights (the "Rights")
to acquire additional shares of the Corporation, all as more fully described in
that certain Rights Agreement incorporated by reference into the registration
statement as Exhibit 4(c) (the "Rights Agreement"), between the Corporation and
Comerica Bank, as Rights Agent). The Shares and the Rights are to be issued
under the Comerica Incorporated Preferred Savings 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 Shares have been duly authorized and, when issued in accordance with the
terms of the Plan, will be legally issued.
The Rights have been duly authorized and, when issued in accordance with the
terms of the Plan and the Rights Agreement, 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
