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(Exhibit 5)
_______________________________________________________________________________
July 27, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-3 Relating
to 3,500,000 shares of Common Stock, $1.00
par value per share, of AmSouth Bancorporation
Ladies and Gentlemen:
I am familiar with the above referenced Registration Statement on Form
S-3 (the "Registration Statement"), relating to 3,500,000 shares of Common
Stock, $1.00 par value per share (the "Common Stock"), of AmSouth Bancorporation
(the "Company"), to be offered pursuant to the Company's Dividend Reinvestment
and Common Stock Purchase Plan and up to 3,500,000 related stock purchase rights
(the "Rights") to be issued pursuant to the Stockholder Protection Rights
Agreement dated as of December 18, 1997 (the "Rights Agreement"), between
AmSouth Bancorporation and The Bank of New York, as successor to AmSouth Bank,
as Rights Agent (the "Rights Agent"). I have examined the Company's Restated
Certificate of Incorporation, as amended to date, and such other documents and
proceedings as I have deemed necessary or appropriate as a basis for the opinion
expressed below.
Based upon such examination I am of the opinion that:
(1) The Company has been duly organized and is validly existing as a
corporation under the laws of the State of Delaware;
(2) The shares of Common Stock have been duly authorized, and when
issued and sold upon the terms and conditions set forth in the Registration
Statement, will be validly authorized and legally issued, fully paid and
nonassessable; and
(3) Assuming that the Rights Agreement has been duly authorized,
executed and delivered by the Rights Agent, then when the Registration Statement
has become effective and the Common Stock has been validly issued as
contemplated by the Registration Statement, the Rights attributable to the
Common Stock will be validly issued.
In connection with my opinion set forth in paragraph (3) above, I note
that the question whether the Board of Directors of the Company might be
required to redeem the Rights at some future time will depend upon the facts and
circumstances existing at that time and, accordingly, is beyond the scope of
such opinion.
The foregoing opinion is limited to the Federal laws of the United
States and the General Corporation Law of the State of Delaware, and I am
expressing no opinion as to the effect of the laws of any other jurisdiction.
I hereby consent to being named in the Registration Statement and in any
amendments thereto under the heading "LEGAL OPINION", and to the filing of this
Opinion as an Exhibit to the Registration Statement.
Very truly yours,
/s/ Carl L. Gorday
Carl L. Gorday
Assistant General Counsel
