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[AmSouth Letterhead]
EXHIBIT 5
July 27, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-8 Relating to the
AmSouth Bancorporation Thrift Plan
As Assistant General Counsel for AmSouth Bancorporation ("AmSouth"), I am
familiar with the Restated Certificate of Incorporation and By-Laws of AmSouth,
the above-referenced plan (the "Plan") and the above-referenced Registration
Statement on Form S-8 (the "Registration Statement") relating to 10,000,000
shares of the common stock, $1.00 par value per share, of AmSouth (the "Common
Stock") and 10,000,000 related preferred 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 the Company and The Bank of
New York (successor to AmSouth Bank), as Rights Agent (the "Rights Agent"). I
have examined such public records and corporate proceedings and other documents
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) When the Registration Statement on Form S-8 relating to the Shares
and the Rights (the "Registration Statement") has become effective
under the Act, and the Shares have been duly issued as
contemplated by the Registration Statement and the Plan, the
Shares will be validly issued, fully paid and nonassessable.
(2) Assuming that the Rights Agreement has been duly authorized,
executed and delivered by the Rights Agent, then when the
Registration Statement has become effective under the Act and the
Shares have been validly issued as contemplated by the
Registration Statement and the Plan, the Rights attributable to
the Shares will be validly issued.
In connection with my opinion set forth in paragraph (2) above, I note that
the question whether the Board of Directors of AmSouth 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 Matters" 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
