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Exhibit (5)
August 17, 2000
Board of Directors
First Union Corporation
Charlotte, North Carolina 28288
Ladies and Gentlemen:
I have acted as counsel for First Union Corporation (the "Corporation")
in connection with the registration on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, of the deferred compensation
obligations of the Corporation (the "Obligations") under the Corporation's
Financial Consultants Deferred Compensation Plan (the "Plan").
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 Obligations have been duly authorized and validly issued
and are binding obligations of the Corporation.
I hereby consent to the use of my name under Item 5 in Part II of the
Registration Statement and to the filing of this opinion as an Exhibit to the
Registration Statement. In giving this consent, I do not thereby admit that I
come within the category of persons whose consent is required by the Securities
Act of 1933 and the rules promulgated thereunder.
Very truly yours,
/s/ Kent S. Hathaway
Senior Vice President and
Deputy General Counsel
