Exhibit 5
                      [BASS, BERRY & SIMS PLC LETTERHEAD]


                                 July 27, 2001


The Board of Directors of
National Commerce Financial Corporation
One Commerce Square
Memphis, TN 38150

     RE:  Registration Statement on Form S-8 Relating to the Employee
          Benefit Plan Listed on Exhibit A hereto

Ladies and Gentlemen:

     We have acted as counsel to National Commerce Financial Corporation, a
Tennessee corporation ("NCF"), in connection with the preparation and filing of
the Registration Statement on Form S-8 (the "Registration Statement") relating
to 500,000 shares of common stock, par value $2.00 per share, of NCF (the
"Common Stock") to be issued pursuant to the above referenced plan (the "Plan")
as well as an indeterminate amount of interests to be offered pursuant to the
Plan.

     In our capacity as such counsel, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such corporate records
of NCF, such agreements and instruments, such certificates of public officials,
officers of NCF and other persons, and such other documents as we have deemed
necessary or appropriate as a basis for the opinions hereinafter expressed. In
such examinations, we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity and completeness of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed, photostatic or facsimile
copies, and the authenticity of the originals of such copies, and we have
assumed all certificates of public officials to have been properly given and to
be accurate.

     As to factual matters relevant to this opinion letter, we have relied upon
the representations and warranties as to factual matters contained in
certificates and statements of officers of NCF and certain public officials.
Except to the extent expressly set forth herein, we have made no independent
investigations with regard thereto, and, accordingly, we do not express any
opinion as to matters that might have been disclosed by independent
verification.


National Commerce Financial Corporation
July 27, 2001
Page 2

     On the basis of the foregoing, and subject to the limitations set forth
herein, we are of the opinion that the shares of Common Stock issuable in
connection with the Plan have been duly authorized and, when issued in
accordance with the terms of the Plan, will be validly issued, fully paid and
nonassessable.

     We consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to any related registration statement subsequently
filed by NCF pursuant to Rule 462(b) promulgated under the Securities Act of
1933, as amended (the "Act"), and to the use of our name under the heading
"Legal Opinions" in any prospectus constituting a part thereof.  In giving such
consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission (the "Commission")
thereunder.

     This opinion letter is being furnished by us to NCF and the Commission
solely for the benefit of NCF and the Commission in connection with the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon by any other person, or by NCF or the Commission for any other
purpose, without our express written consent.  The only opinion rendered by us
consists of those matters set forth in the fourth paragraph hereof, and no
opinion may be implied or inferred beyond those expressly stated.  This opinion
letter is rendered as of the date hereof, and we have no obligation to update
this opinion letter.

                                    Sincerely,

                                    /s/ BASS, BERRY & SIMS PLC


National Commerce Financial Corporation
July 27, 2001
Page 3

                                   EXHIBIT A
                                   ---------

CCB Financial Corporation Retirement Savings Plan