EXHIBIT 5
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Duane, Morris & Heckscher LLP
1667 K Street, N.W., Suite 700
Washington, D.C. 20006-1608
(202) 776-7800
June 19, 2000
Zions Bancorporation
One South Main, Suite 1380
Salt Lake City, Utah 84111
Gentlemen:
We have acted as counsel to Zions Bancorporation, a Utah corporation
("Zions") in connection with the Agreement and Plan of Merger dated as of
January 7, 2000, and amended as of June 15, 2000 (the "Plan of Merger") among
Zions, its wholly-owned subsidiary, National Bank of Arizona, a national banking
association ("NBA"), and County Bank, an Arizona banking corporation (the
"Bank"), whereby the Bank will be merged into NBA, with NBA being the surviving
corporation (the "Merger"). At the Effective Time of the Merger, the outstanding
shares of the Bank common stock, par value $5.00 per share ("Bank Common
Stock"), will be canceled and immediately converted into the right of holders of
Bank Common Stock to receive, in exchange for each share of Bank Common Stock,
that number of shares (the "Shares") of Zions common stock, no par value per
share, (the "Zions Common Stock"), calculated by dividing the Consideration
Number (as defined in the Plan of Merger) by the sum of the number of shares of
Bank Common Stock that shall be issued and outstanding at the Effective Time and
the Option Equivalent Number (as defined).
We are also acting as counsel to Zions in connection with the Registration
Statement on Form S-4 (the "Registration Statement") to be filed by Zions with
the Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933, as amended, the Shares into which outstanding shares of
Bank Common Stock will be converted upon effectiveness of the Merger. This
opinion is being furnished for the purpose of being filed as an exhibit to the
Registration Statement.
In connection with this opinion, we have examined, among other things:
(1) an executed copy of the Plan of Merger;
(2) a copy certified to our satisfaction of the Articles of
Incorporation and bylaws of Zions as in effect on the date
hereof;
(3) copies certified to our satisfaction of resolutions adopted by
the Board of Directors of Zions on December 17, 1999, including
resolutions approving the Plan of Merger and the issuance of the
Shares; and
(4) such other documents, corporate proceedings, and statutes as we
considered necessary to enable us to furnish this opinion.
We have assumed for the purpose of this opinion that:
(1) the Plan of Merger has been duly and validly authorized,
executed, and delivered by the Bank, and such authorization
remains fully effective and has not been revised, superseded or
rescinded as of the date of this opinion; and
(2) the Merger will be consummated in accordance with the terms of
the Plan of Merger.
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We have assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures, the legal capacity of natural
persons, and the conformity to the originals of all documents submitted to us as
copies. We have assumed that the certifications and representations dated
earlier than the date hereof on which we have expressed reliance herein continue
to remain accurate, insofar as material to our opinions, from such earlier date
through the date hereof.
Based upon the foregoing, we are of the opinion that the Shares to be
issued by Zions, as described in the Registration Statement, when and to the
extent issued in accordance with the Plan of Merger, will be validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the proxy statement/prospectus forming a part of the Registration
Statement.
Very truly yours,
/s/ DUANE, MORRIS & HECKSCHER LLP
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