Callister Nebeker & McCullough
                           A Professional Corporation
                          Gateway Tower East, Suite 900
                              10 East South Temple
                           Salt Lake City, Utah 84133


                                18 December 2001



VIA HAND DELIVERY
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 $200,000,000
principal amount of Fixed/Floating Rate Subordinated Notes due October 15, 2011
(the "SECURITIES"), issued by the Company. The Securities will be issued
pursuant to the Indenture, dated as of October 25, 2001 (the "INDENTURE"),
between the Company and Chase Manhattan Bank and Trust Company, National
Association, as trustee (the "TRUSTEE"). 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 Securities (the "REGISTRATION STATEMENT") will become
effective under the Act. Also, we have assumed that the Indenture has been duly
authorized, executed and delivered by the Trustee, an assumption which we have
not independently verified.

     Based upon and in reliance on the foregoing, it is our opinion that, when
the Registration Statement has become effective under the Act, the terms of the
Securities and of their issuance and exchange have been duly established in
conformity with the Indenture so as not to violate any applicable law or result
in a default under or breach of any agreement or instrument binding upon the
Company and so as to comply with any requirement or restriction imposed by any
court or governmental body having jurisdiction over the Company,


Zions Bancorporation
18 December 2001
Page 2


and the Securities have been duly executed and authenticated in accordance with
the Indenture and issued and exchanged as contemplated in the Registration
Statement, the Securities will constitute valid and legally binding obligations
of the Company, subject to applicable bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws affecting creditors'
rights and remedies generally and to general principles of equity (regardless of
whether enforcement is sought in a proceeding at law or in equity).

     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, 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 and to the reference to us
under the heading "Validity of New Securities" in the prospectus included
therein. 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,

                                        CALLISTER NEBEKER & McCULLOUGH
                                        A Professional Corporation



cc:  Harris H. Simmons (via hand delivery)
     Doyle L. Arnold (via hand delivery)
     Stanley E. Farrar, Esq. (via Federal Express)