EXHIBIT 5.1
                      [BASS, BERRY & SIMS PLC LETTERHEAD]


                               December 4, 2001



National Commerce Financial Corporation
One Commerce Square
Memphis, Tennessee 38150

National Commerce Capital Trust II
c/o National Commerce Financial Corporation
One Commerce Square
Memphis, Tennessee 38150

     Re:  Registration Statement on Form S-1

Ladies and Gentlemen:

     We have acted as counsel for National Commerce Financial Corporation, a
Tennessee corporation (the "Company"), and National Commerce Capital Trust II, a
statutory business trust created under the laws of Delaware (the "Trust"), in
connection with the preparation and filing of a Registration Statement on Form
S-1 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), for the purpose of registering (i) 8,000,000 ____% Trust Preferred
Securities (the "Preferred Securities") to be issued by the Trust, (ii)
$______________ aggregate principal amount of the Company's ____% Subordinated
Debentures due [2031] (the "Subordinated Debentures") to be issued by the
Company to the Trust, and (iii) the Company's guarantee (the "Guarantee") which
guarantees the payment of distributions and payments on liquidation or
redemption of the Preferred Securities, to be issued by the Company to the Trust
in connection with such issuance of the Preferred Securities.

     In rendering this opinion, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of (i) the Registration Statement;
(ii) the form of Preferred Securities Certificate of the Trust; (iii) the form
of Guarantee Agreement; (iv) the form of Subordinated Debenture; and (v) the
form of Indenture for the Subordinated Debentures (the "Indenture"), all in the
forms filed as exhibits to the Registration Statement. We have also examined
originals or copies, certified or otherwise identified to our satisfaction, of
such other documents, certificates and records as we have deemed necessary or
appropriate for purposes of rendering the opinions set forth herein.

     In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies. In making our examination of
documents executed by parties other than the Company or the Trust, we


National Commerce Financial Corporation
December 4, 2001
Page 2

have assumed that such parties had the power, corporate or other, to enter into
and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and that such documents constitute
valid and binding obligations of such parties. In addition, we have assumed that
the Preferred Securities Certificate of the Trust, the Guarantee, the
Subordinated Debentures and the Indenture will be executed in substantially the
form reviewed by us. As to any facts material to the opinions expressed herein
which were not independently established or verified, we have relied upon
factual statements and factual representations of officers, trustees and other
representatives of the Company and the Trust, and others. Based upon and subject
to the foregoing and to the other qualifications and limitations set forth
herein, we are of the opinion that:

     1.  The Subordinated Debentures have been duly authorized by all requisite
         corporate action, and when duly executed, delivered, authenticated and
         issued in accordance with the Indenture and delivered and paid for as
         contemplated by the Registration Statement, the Subordinated Debentures
         will be valid and binding obligations of the Company, enforceable
         against the Company in accordance with their terms, except to the
         extent that enforcement thereof may be limited by (i) bankruptcy,
         insolvency, fraudulent conveyance or transfer, reorganization,
         rearrangement, receivership, moratorium, or other laws and matters of
         public policy now or hereafter in effect relating to or affecting
         creditors' rights generally, and (ii) general principles of equity
         (regardless of whether enforceability is considered in a proceeding at
         law or in equity).

     2.  The Guarantee has been duly authorized by all requisite corporate
         action, and when duly executed and delivered by the parties thereto,
         the Guarantee will be a valid and binding agreement of the Company,
         enforceable against the Company in accordance with its terms, except to
         the extent that enforcement thereof may be limited by (i) bankruptcy,
         insolvency, fraudulent conveyance or transfer, reorganization,
         rearrangement, receivership, moratorium, or other laws and matters of
         public policy now or hereafter in effect relating to or affecting
         creditors' rights generally, and (ii) general principles of equity
         (regardless of whether enforceability is considered in a proceeding at
         law or in equity).

     Our opinion is based solely on and limited to the laws of the State of
Tennessee and the federal laws of the United States of America. We express no
opinion as to the laws of any other jurisdiction. We note that the Indenture and
the Guarantee are governed by the laws of the State of New York, and we have
assumed the effectiveness of this choice of law provision.  For purposes of this
opinion, we have assumed with your permission that the laws of the State of New
York are the same as the laws of the State of Tennessee in all pertinent
respects.  As to matters of Delaware law, we have relied on the opinion of
Richards, Layton & Finger, P.A., special Delaware counsel for the Company and
the Trust.


National Commerce Financial Corporation
December 4, 2001
Page 3


     We hereby consent to the use of our name under the caption "Legal Matters"
in the prospectus and the filing of this opinion with the Commission as an
exhibit to the Registration Statement. In giving this consent, we do not hereby
concede 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 Commission
promulgated thereunder.



                                       Very truly yours,


                                       BASS, BERRY & SIMS PLC