<PAGE> 1
Exhibit 5(a)
September 28, 2000
SouthTrust Corporation
420 North 20th Street
Birmingham, Alabama 35203
Re: SouthTrust 401(k) Plan (Amended and Restated)
Ladies and Gentlemen:
In our capacity as counsel for SouthTrust Corporation, a
Delaware corporation (the "Company"), we have examined the Registration
Statement on Form S-8 (the "Registration Statement") in form as proposed to be
filed by the Company with the Securities and Exchange Commission (the
"Commission") pursuant to the provisions of the Securities Act of 1933, as
amended, relating to proposed offering of up to 5,000,000 shares of the common
stock of the Company, par value $2.50 per share (the "Common Stock"), pursuant
to the SouthTrust 401(k) Plan (the "Plan"). In this connection, we have
examined such records, documents and proceedings as we have deemed relevant and
necessary as a basis for the opinions expressed herein.
Based upon the foregoing, we are of the opinion that the
shares of Common Stock which may be issued pursuant to the Plan have been
duly authorized and, when issued and delivered in accordance with the Plan,
will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. In addition, we hereby
consent to the inclusion of the statements made in reference to this firm under
the caption "Interests of Named Experts and Counsel" in Item 5 of Part II of
the Registration Statement.
Yours very truly,
/s/ Bradley Arant Rose & White LLP
1
