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EXHIBIT 5.2
22 November 2000
VIA HAND DELIVERY
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Zions Bancorporation
One South Main, Suite 1380
Salt Lake City, Utah 84111
Ladies and Gentlemen:
We have acted as special Utah counsel to Zions Bancorporation, a Utah
corporation (the "Company"), in providing this opinion with respect to the
registration under the Securities Act of 1933 (the "Act") of shares of the
Company's common stock, no par value (the "Shares"), and related share purchase
rights to be issued pursuant to the Shareholder Protection Rights Agreement,
dated as of September 27, 1996, between the Company and Zions First National
Bank, as Rights Agent (the "Rights"). The Shares and the Rights associated with
the Shares will be issued in connection with the Agreement and Plan of Merger,
dated as of October 10, 2000, between the Company and Draper Bancorp. This
opinion is being delivered to you pursuant to your request.
In connection with this representation, we have examined the originals, or
copies identified to our satisfaction, of such minutes, agreements, corporate
records and filings and other documents necessary to or appropriate for our
opinion contained in this letter (the "Transaction Documents"). In our
examination of the Transaction Documents, we have assumed the genuineness of all
signatures which existed on those documents and have assumed the authenticity
and regularity of each of the Transaction Documents submitted to us. We have
also relied as to certain matters of fact upon representations made to us by
public officials, officers and agents of the Company, and other sources we
believe to be responsible.
For purposes of this opinion, we have assumed that the registration
statement relating to the Shares and the Rights (the "Registration Statement")
will become effective under the Act, and the Shares and the associated Rights
will be issued as contemplated by the Registration Statement.
Based upon and in reliance on the foregoing, it is our opinion that:
1. The Shares will be duly and validly issued and fully paid and non-
assessable under the Utah Revised Business Corporation Act.
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Zions Bancorporation
22 November 2000
Page 2
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2. The Rights associated with the Shares will be validly issued.
Although we have reviewed the Transaction Documents, and have made such
inquiries as we deem appropriate under the circumstances, we have not verified
independently the existence or absence of all of the facts set forth in each
such Transaction Document.
Our opinion, as set forth herein, is subject to the following further
qualifications:
(A) This opinion speaks only as of its date and you understand that
this firm has no obligation to advise you of any changes of law or fact
that occur after the date of this opinion, even if the change may affect
the legal analysis, a legal conclusion or any informational confirmation in
this opinion.
(B) Members of our firm are admitted to the Bar in the State of Utah.
This opinion is limited to the laws of the State of Utah (excluding the
securities laws of the State of Utah), and we have not been asked to
address nor have we addressed or expressed an opinion on the laws of any
other jurisdiction, including federal laws and rules and regulations
relating thereto. Our opinion is rendered only with respect to Utah laws
and the rules, regulations and orders thereunder that are currently in
effect.
We consent to Sullivan & Cromwell relying as to matters of Utah law upon
this opinion in connection with the opinion to be rendered by it in conjunction
with the Registration Statement. We also hereby consent to the filing of this
opinion as an exhibit to the Registration Statement. 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/ Callister Nebeker & McCullough
CALLISTER NEBEKER & McCULLOUGH
A Professional Corporation
cc: A. Scott Anderson (via hand delivery)
Dale M. Gibbons (via hand delivery)
Stanley E. Farrar, Esq. (via Federal Express)
Jennifer Painter, Esq. (via Federal Express)
Louis H. Callister, Esq. (via hand delivery)
