EXHIBIT 5.2

            [Letterhead of Richards, Layton & Finger Appears Here]


                                 December 4, 2001


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

          Re:  National Commerce Capital Trust II
               ----------------------------------

Ladies and Gentlemen:

          We have acted as special Delaware counsel for National Commerce
Financial Corporation, a Tennessee corporation (the "Company"), and National
Commerce Capital Trust II, a Delaware business trust (the "Trust"), in
connection with the matters set forth herein.  At your request, this opinion is
being furnished to you.

          For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

          (a) The Certificate of Trust of the Trust, dated as of November 16,
2001 (the "Certificate"), as filed in the office of the Secretary of State of
the State of Delaware (the "Secretary of State") on November 16, 2001;

          (b) The Trust Agreement of the Trust, dated as of November 16, 2001,
among the Company, the trustees of the Trust named therein, and the holders,
from time to time, of undivided beneficial interests in the assets of the Trust;

          (c) A form of Amended and Restated Trust Agreement of the Trust
(including Exhibit A, C and D) (the "Trust Agreement"), to be entered into among
the Company, as depositor, the trustees of the Trust named therein, and the
holders, from time to time, of undivided beneficial interests in the assets of
the Trust, attached as an exhibit to the Registration Statement (as defined
below);


National Commerce Capital Trust II
December 4, 2001
Page 2

          (d) The Registration Statement on Form S-1, as amended by Amendment
No. 1 thereto (as so amended, the "Registration Statement"), including a
prospectus (the "Prospectus"), relating to the Preferred Securities of the Trust
representing undivided beneficial interests in the assets of the Trust (each, a
"Preferred Security" and collectively, the "Preferred Securities"), as proposed
to be filed by the Company and the Trust with the Securities and Exchange
Commission on or about December 4, 2001; and

          (e) A Certificate of Good Standing for the Trust, dated December 4,
2001, obtained from the Secretary of State.

          Capitalized terms used herein and not otherwise defined are used as
defined in the Trust Agreement.

          For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (e) above.  In particular,
we have not reviewed any document (other than the documents listed in paragraphs
(a) through (e) above) that is referred to in or incorporated by reference into
the documents reviewed by us.  We have assumed that there exists no provision in
any document that we have not reviewed that is inconsistent with the opinions
stated herein.  We have conducted no independent factual investigation of our
own but rather have relied solely upon the foregoing documents, the statements
and information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.

          With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

          For purposes of this opinion, we have assumed (i) that the Trust
Agreement and the Certificate are in full force and effect and have not been
amended, (ii) except to the extent provided in paragraph 1 below, the due
creation or due organization or due formation, as the case may be, and valid
existence in good standing of each party to the documents examined by us under
the laws of the jurisdiction governing its creation, organization or formation,
(iii) the legal capacity of natural persons who are parties to the documents
examined by us, (iv) that each of the parties to the documents examined by us
has the power and authority to execute and deliver, and to perform its
obligations under, such documents, (v) the due authorization, execution and
delivery by all parties thereto of all documents examined by us, (vi) the
receipt by each Person to whom a Preferred Security is to be issued by the Trust
(collectively, the "Preferred Security Holders") of a Preferred Securities
Certificate for such Preferred Security and the payment for the Preferred
Security acquired by it, in accordance with the Trust Agreement and the
Registration Statement, and (vii) that the Preferred Securities are issued and
sold to the Preferred Security Holders in accordance with the Trust Agreement
and the Registration Statement.  We have not participated in the preparation of
the Registration Statement and assume no responsibility for its contents.


National Commerce Capital Trust II
December 4, 2001
Page 3

          This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto.  Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder that are currently in effect.

          Based upon the foregoing, and upon our examination of such questions
of law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

          1.  The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act.

          2.  The Preferred Securities will represent valid and, subject to the
qualifications set forth in paragraph 3 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.

          3.  The Preferred Security Holders, as beneficial owners of the Trust,
will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware.  We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Trust Agreement.

          We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.  In addition,
we hereby consent to the use of our name under the heading "Validity of
Securities" in the Prospectus.  In giving the foregoing consents, we do not
thereby admit that we come 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.  Except as
stated above, without our prior written consent, this opinion may not be
furnished or quoted to, or relied upon by, any other Person for any purpose.


                                       Very truly yours,

                                       /s/ Richards, Layton & Finger, P.A.


BJK/MVP/GWN