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EXHIBIT (5)
October 4, 2000
Board of Directors
First Union Corporation
Charlotte, North Carolina 28288
Gentlemen:
I have acted as counsel for First Union Corporation (the "Corporation") in
connection with the registration on Form S-3 (the "Registration Statement") of
1,186,689 shares of the Corporation's Common Stock, $3.33 1/3 par value per
share (together with the rights attached thereto, the "First Union Common
Shares"), which have been acquired by stockholders of The Tribus Companies, Inc.
("Tribus") in connection with the Corporation's acquisition of Tribus.
On the basis of such investigation as I deemed necessary, I am of the
opinion that:
(1) the Corporation has been duly incorporated and is validly existing
under the laws of the State of North Carolina; and
(2) the First Union Common Shares have been duly authorized and are
validly issued, fully paid and nonassessable.
I hereby consent to the use of my name under the heading "Validity of
Securities" in the prospectus included in the Registration Statement and to the
filing of this opinion as an Exhibit to the Registration Statement. In giving
this consent, I do not hereby admit that I am within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/S/ ROSS E. JEFFRIES, JR.
