Exhibit 5.2A


                                  May 24, 2001


Mountain States Capital, Inc.
1407 East Thomas Road
Phoenix, Arizona 85014


     Re: Federal Income Tax Issues Concerning Offering of New Notes

Ladies and Gentlemen:

     You have requested our opinion with respect to certain federal income tax
issues in connection with Mountain States' ongoing offer to sell new promissory
notes (the "New Notes") in the aggregate principal amount of $10,000,000. All
capitalized terms used but not otherwise defined in this letter will have the
same meaning as in the Prospectus included in the Company's Registration
Statement on Form SB-2 (the "Prospectus").

     For purposes of rendering our opinions, we have examined and relied upon
(i) the Prospectus, (ii) the Internal Revenue Code of 1986, as amended through
the date hereof (the "Code"), the Treasury Regulations issued thereunder,
Revenue Rulings and Revenue Procedures issued by the Internal Revenue Service
(the "Service") and applicable case law, and (iii) such other documents as we
have considered necessary in order for us to render the opinions contained
herein. For purposes of this examination, we have assumed the authenticity of
original documents, the conformity to original documents of all documents
submitted to us as copies, the genuineness of all signatures, and the capacity
of each party executing a document to so execute such document.

     In rendering our opinions, we have also made the following assumptions with
respect to the New Notes: (i) the New Notes will be issued for an amount equal
to their stated redemption price at maturity, (ii) the New Notes call for the
payment of interest at a fixed rate, and at fixed periodic intervals of one year
or less, and (iii) the New Notes have fixed maturity dates of one year or less.

     Based on our interpretation of the currently applicable sections of the
Code, the Treasury Regulations issued thereunder, Revenue Rulings and Revenue
Procedures issued by the Service and applicable case law, and the assumptions
described above, and subject to the qualifications and discussion in the
"Material Federal Income Tax Consequences" section of the Prospectus, it is our
opinion that:

     (A) The statements made in the Prospectus under "Material Federal Income
Tax Consequences" are correct as to matters of law as of the date of this
letter.

     (B) The interest to be paid to a holder of New Notes will be taxable to the
holder as interest income at the time the interest accrues or is received by the
holder in accordance with the holder's method of accounting for federal income
tax purposes.

     (C) The New Notes will not have original issue discount or market discount.

     (D) The New Notes will not have bond premium in the hands of the initial
holders.

     (E) The New Notes will have bond premium in the hands of subsequent
purchasers if the subsequent purchaser of a New Note pays more for the note than
its stated redemption price at maturity. Conversely, the New Notes will not have
bond premium in the hands of subsequent purchasers if the subsequent purchaser
of a New Note does not pay more for the note than its stated redemption price at
maturity.

     (F) Upon the sale, exchange or redemption of a New Note, the holder of a
New Note will recognize taxable gain or loss equal to the difference between the
amount realized (excluding any amounts attributable to unpaid accrued interest
which will be includible in income as interest in accordance with the holder's
method of accounting) on the sale, exchange or redemption of the note and such
holder's adjusted tax basis in the note subject to the sale, exchange or
redemption.

     (G) A holder's adjusted tax basis in a New Note will generally equal the
cost of such note to the holder, reduced by any principal payments received by
the holder and any amortizable bond premium.

     (H) Assuming that the New Notes are held as capital assets within the
meaning of Section 1221 of the Code, gain or loss on the sale, exchange or
redemption of a New Note will be capital gain or loss.

     Our opinions are based on our current understanding of the applicable
federal law. There can, of course, be no assurance that a court or the Service,
when faced with the same facts, will reach the same conclusions as we have or
that the law will not be changed after the date of this letter. The information
and opinions given in this letter are effective as of the date of this letter.

     This opinion is rendered as of the date hereof and we disclaim any
obligations to advise you of any events hereafter arising which may adversely
affect such opinion.

     Except as specifically provided herein, we do not express any opinion in
this letter with respect to any issues pertaining to state, local or foreign tax
law that might affect the taxation of Mountain States or the holders of the New
Notes.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm appearing under the
caption "Legal Matters" in the Prospectus constituting part of the Registration
Statement; provided, however, that by so consenting, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission. This opinion replaces and supersedes on a
prospective basis the opinion of Quarles & Brady LLP dated November 15, 2000 and
filed as Exhibit 5.2 to Registration Statement NO. 333-36964.


                                          Sincerely,

                                          /s/ Jeffrey G. Williams
                                          --------------------------------------
                                          Jeffrey G. Williams
                                          Corporate Counsel