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EXHIBIT 5.1
November 22, 2000
Zions Bancorporation,
One South Main, Suite 1380,
Salt Lake City, Utah 84111.
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933 (the
"Act") of shares (the "Common Stock") of common stock, without par value, of
Zions Bancorporation, a Utah corporation (the "Company"), and related share
purchase rights (the "Rights", and together with the Common Stock, the
"Securities") to be issued pursuant to the Shareholder Protection Rights
Agreement, dated as of September 27, 1996 (the "Rights Agreement"), between the
Company and Zions First National Bank, as Rights Agent (the "Rights Agent"), to
be issued in connection with the Agreement and Plan of Merger, dated as of
October 10, 2000, by and between Zions Bancorporation and Draper Bancorp, we, as
your counsel, have examined such corporate records, certificates and other
documents, and such questions of law, as we have considered necessary or
appropriate for the purposes of this opinion. Upon the basis of such
examination, we advise you that, in our opinion, when the registration statement
relating to the Securities (the "Registration Statement") has become effective
under the Act, and the Securities have been duly issued as contemplated by the
Registration Statement, the Securities will be validly issued, fully paid and
nonassessable.
The foregoing opinion is limited to the Federal laws of the United States
and the laws of the State of Utah, and we are expressing no opinion as to the
effect of the laws of any other jurisdiction. With respect to all matters of
Utah law, we have relied upon the opinion, dated November 22, 2000, of Callister
Nebeker & McCullough, a Professional Corporation, and our opinion is subject to
the same assumptions and qualifications with respect to such matters as are
contained in such opinion of Callister Nebeker & McCullough, a Professional
Corporation.
Also, we have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by us to be
responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters" in the Prospectus. In giving such consent, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7 of
the Act.
Very truly yours,
/s/ Sullivan & Cromwell
