EXHIBIT 8.1

                        [BASS, BERRY & SIMS 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 _____% Junior
Subordinated Debentures due ____ (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 the 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 and the preparation
of a prospectus included in the Registration Statement for use in connection
with the offer and sale of the foregoing securities (the "Prospectus").

     In rendering this opinion, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of (i) the Certificate of Trust of
the Trust dated as of November 16, 2001; (ii) the form of Amended and Restated
Trust Agreement of the Trust; (iii) the form of Preferred Securities Certificate
of the Trust; (iv) the form of the Guarantee Agreement for the Trust; (v) the
form of Junior Subordinated Debenture; and (vi) 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



December 4, 2001
Page 2

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 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 Amended and
Restated Trust Agreement of the Trust, the Preferred Securities Certificate of
the Trust, the Guarantee Agreement, the Subordinated Debentures and the
Indenture will be executed in substantially the form reviewed by us and that the
terms of the Subordinated Debentures, when established in conformity with the
Indenture, will not violate any applicable law, and that all obligations imposed
by any such document on the parties thereto are enforceable and have been or
will be performed or satisfied in full compliance with the terms of such
documents.  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, we are of the following opinions:

     (1) The statements in the Prospectus under the caption "Material Federal
Income Tax Consequences" to the extent that they constitute summaries of matters
of laws or regulation or legal conclusions, have been reviewed by us and fairly
summarize the matters described therein in all material respects.

     (2) The Trust will be classified as a grantor trust and not as an
association taxable as a corporation for United States federal income tax
purposes. Accordingly, for United States federal income tax purposes, each
beneficial owner of the Preferred Securities will generally be treated as owning
an undivided beneficial interest in the Subordinated Debentures.

     (3) The Subordinated Debentures will be classified for United States
federal income tax purposes as indebtedness of the Company.

     The opinions expressed in this letter are based on the Internal Revenue
Code of 1986, as amended, the United States Treasury Regulations promulgated
thereunder and judicial authorities reported as of the date hereof.  We have
also considered the administrative position of the Internal Revenue Service
("Service") reflected in published and private rulings. Although we are not
aware of any pending


December 4, 2001
Page 3

changes to these authorities that would alter our opinions, there can be no
assurances that future legislation or administrative changes, court decisions or
Service interpretations will not adversely affect the opinions rendered herein
and the tax consequences to the Trust and holders of Preferred Securities. It is
possible that contrary positions with regard to the purchase, ownership and
disposition of the Preferred Securities may be taken by the Service and that a
court may agree with such contrary positions. Furthermore, our opinions cannot
be relied upon if any of the facts contained in the documents that we have
examined, or if any of the assumptions that we have made, are, or later become,
inaccurate.

     Our opinion is being furnished in connection with the filing of the
Registration Statement and is limited to the federal income tax issues
specifically considered herein.  It is not to be used, circulated, quoted or
otherwise referred to for any other purpose without our written consent.  We do
not express any opinion as to any other United States federal income tax issues
or any state or local or foreign tax issues.  Although the opinions expressed
herein are based upon our best interpretation of existing sources of law and
represent what we believe a court would properly conclude if presented with
these issues, no assurance can be given that such interpretations would be
followed if they were to become the subject of judicial or administrative
proceedings.  This opinion is given as of the date hereof, and we assume no
obligation to update this opinion to reflect any fact or circumstances that may
hereafter come to our attention or any change in any law or regulation that may
hereafter occur.

     We hereby consent to the use of our name under the caption "Federal Income
Tax Consequences" 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 thereunder.


                                     Very truly yours,

                                     Bass, Berry & Sims PLC