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EXHIBIT 8.1
LEWIS, RICE & FINGERSH, L.C.
ATTORNEYS AT LAW
500 N. BROADWAY, SUITE 2000
ST. LOUIS, MISSOURI 63102-2147
TEL (314) 444-7600 WWW.LRF.COM FAX (314) 241-6056
November 22, 2000
Board of Directors
Draper Bancorp
903 East 12300 South
Draper, Utah 84020
Re: Merger of Draper Bancorp into Zions Bancorporation
Ladies and Gentlemen:
You have requested our opinion as to the federal income tax
consequences of the proposed merger (the "Merger") of Draper Bancorp ("Draper")
into Zions Bancorporation ("Zions") pursuant to the Agreement and Plan of Merger
dated October 10, 2000 by and among Draper and Zions (the "Merger Agreement").
In issuing this opinion letter, we have relied upon: (1) the representations
made by Draper in a written statement dated November 21, 2000, and Zions in a
written statement dated November 20, 2000, respectively (the "Representations"),
(2) the Merger Agreement, and (3) the facts, information and documentation set
forth in the Registration Statement on Form S-4 of Zions filed with the
Securities and Exchange Commission in connection with the Merger (the
"Registration Statement").
Based on our review of the Merger Agreement, the Representations, and
the Registration Statement, and assuming the transactions described therein are
completed as described, we hereby confirm to you our opinion as set forth under
the heading "Material Federal Income Tax Consequences" in the Registration
Statement.
We hereby consent to the filing of this letter with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to all
references made to this opinion letter in the Registration Statement.
Very truly yours,
/s/ Lewis, Rice & Fingersh, L.C.
LEWIS, RICE & FINGERSH, L.C.
ST. LOUIS, MISSOURI . KANSAS CITY, MISSOURI . ST. LOUIS COUNTY
WASHINGTON, MISSOURI . BELLEVILLE, ILLINOIS . LEAWOOD, KANSAS
