EXHIBIT 5.1

                   [Letterhead of Union Planters Corporation]
                                November 30, 2001

Union Planters Corporation
6200 Poplar Avenue
Memphis, Tennessee 38119

Re: 2,650,000 Shares of the Common Stock, $5.00 Par Value Per Share and the
associated Series F Preferred Stock, of Union Planters Corporation, a Tennessee
Corporation ("UPC")

Ladies and Gentlemen:

         The undersigned has participated in the preparation of a registration
statement on Form S-8 (the "Registration Statement") for filing with the
Securities and Exchange Commission in respect to not more than 2,650,000 shares
of UPC's Common Stock, $5.00 par value per share, ("UPC Common Stock") and the
associated Series F Preferred Stock, which may be issued by UPC pursuant to the
Union Planters Corporation 1998 Stock Incentive Plan for Officers and Employees,
as amended (the "Plan").

         For purposes of rendering the opinion expressed herein, the undersigned
has examined UPC's corporate charter and all amendments thereto; UPC's bylaws
and amendments thereto; and such of UPC's corporate records as the undersigned
has deemed necessary and material to rendering the undersigned's opinion. The
undersigned has relied upon certificates of public officials and representations
of UPC officials, and has assumed that all documents examined by the undersigned
as originals are authentic, that all documents submitted to the undersigned as
photocopies are exact duplicates of original documents, and that all signatures
on all documents are genuine.

         Further, the undersigned is familiar with and has supervised all
corporate action taken in connection with the authorization of the issuance and
offering of the subject securities.

         Based upon and subject to the foregoing and subsequent assumptions,
qualifications and exceptions, it is the undersigned's opinion that:

         1. UPC is a duly organized and validly existing corporation in good
standing under the laws of the State of Tennessee and has all requisite power
and authority to issue, sell and deliver the subject securities, and to carry on
its business and own its property; and

         2. The shares of UPC Common Stock, and the associated Series F
Preferred Stock, to be issued by UPC pursuant to the Plan will be duly
authorized and when issued by UPC in accordance therewith, such shares of UPC
Common Stock will be fully paid and nonassessable.

         The opinion expressed above is limited by the following assumptions,
qualifications and exceptions:

         (a) The undersigned is licensed to practice law only in the State of
Tennessee and expresses no opinion with respect to the laws other than those of
the State of Tennessee and of the United States of America.

         (b) The opinion stated herein is based upon statutes, regulations,
rules, court decisions and other authorities existing and effective as of the
date of this opinion, and the undersigned undertakes no responsibility to update
or supplement said opinion in the event of or in response to any subsequent





changes in the law or said authorities, or upon the occurrence after the date
hereof of events or circumstances that, if occurring prior to the date hereof,
might have resulted in a different opinion.

         (c) This opinion is limited to the legal matters expressly set forth
herein, and no opinion is to be implied or inferred beyond the legal matters
expressly so addressed.

         The undersigned hereby consents to the filing of this opinion with the
Securities and Exchange Commission as well as all state regulatory bodies and
jurisdictions where qualification is sought for the sale of the subject
securities.

         The undersigned is an Officer of, and receives compensation from UPC
and therefore, is not independent from UPC.

                                       Yours very truly,

                                       UNION PLANTERS CORPORATION

                                       By: /s/ E. JAMES HOUSE, JR.
                                           -----------------------------------
                                              E. James House, Jr.
                                              Manager, Legal Division