EXHIBIT 5
OPINION OF WHITE & CASE LLP
August 14, 2000
The First American Corporation
1 First American Way
Santa Ana, California 92707
Ladies and Gentlemen:
We have examined the registration statement on Form S-3 (the
"registration statement") filed today by The First American Corporation (the
"Company") with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, for the registration of up to $200,000,000 in aggregate
principal amount of the Company's debt securities (the "Securities"), to be
issued under an indenture, dated as of [_____________], 2000 (the "Indenture"),
between the Company and [ ], as trustee.
In our opinion, when the Securities have been duly executed,
authenticated and delivered against payment therefor in accordance with the
terms and conditions of the Indenture, the Securities will be legally issued and
will be legally binding obligations of the Company, except as the enforceability
thereof may be limited by bankruptcy, insolvency, reorganization or other
similar laws affecting the enforcement of creditors' rights generally and by
general equitable principles (regardless of whether the issue of enforceability
is considered in a proceeding in equity or at law).
We hereby consent to the filing of this opinion as an exhibit to the
registration statement and to the reference to our firm under the caption "Legal
Matters" in the prospectus forming a part of the registration statement.
Very truly yours,
/s/ White & Case LLP
