TRUSTMARK CORP
S-8, EX-5.1, 2000-06-21
NATIONAL COMMERCIAL BANKS
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Exhibit 5.1

                     BRUNINI, GRANTHAM, GROWER & HEWES, PLLC
                                ATTORNEYS AT LAW

ROBERT D. DRINKWATER                                    1400 TRUSTMARK BUILDING/
                                                        248 EAST CAPITOL STREET
                                                        JACKSON, MISSISSIPPI
                                                        39201(1911-1992)

DIRECT: 601-960-6852                                    POST OFFICE DRAWER 119
E-MAIL: [email protected]                            JACKSON, MISSISSIPPI
                                                        39205(1912-1986)

                                                        TELEPHONE: 601-948-3101
                                                        FACSIMILE: 601-960-6902




                                  June 6, 2000


Trustmark Corporation
248 East Capitol Street
Jackson, MS 39201


Gentlemen:

         We have  acted as  counsel  to  Trustmark  Corporation,  a  Mississippi
corporation  ("Trustmark")  in connection with the preparation of Post Effective
Amendment  No. 1 to its  registration  statement  on Form S-8 as filed  with the
Securities  and Exchange  Commission  pursuant to the Securities Act of 1933, as
amended (the "Registration  Statement") which Registration  Statement relates to
the proposed  offer by  Trustmark  to certain of its  employees of up to 300,000
additional shares (the "Shares") of the common stock of Trustmark  issuable upon
the  exercise  of certain  options  which have been or may be granted  under the
Trustmark 1997 Incentive  Stock Option Plan (the "Plan").  This opinion is being
furnished to you to be included as an Exhibit to the Registration Statement.

         We are of the  opinion  that the Shares have been duly  authorized  for
issuance and, when the  Registration  Statement has been declared  effective and
the Shares  issued in  accordance  with the Plan,  such  Shares  will be validly
issued, fully paid and non-assessable.

         We hereby  consent to the  filing of this  opinion as an Exhibit to the
Registration  Statement  and to the  reference  to our firm in the  Registration
Statement.

                                            Very truly yours,

                                            /s/ Robert D. Drinkwater
                                            ------------------------
                                            Robert D. Drinkwater



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