Attached files
Exhibit 8.1
April 5, 2011
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163
Ladies and Gentlemen:
We have acted as special tax counsel to Wells Fargo & Company, a Delaware corporation (the Company), in connection with the issuance of (i) $3,720,000 Medium-Term Notes, Series K, Notes linked to the Russell 2000® Index due October 7, 2013 as described in the Companys Pricing Supplement No. 72 dated March 29, 2011 (Pricing Supplement 72) to Product Supplement No. 1 dated April 23, 2010, the Prospectus Supplement dated April 23, 2010 (the Prospectus Supplement) and the Prospectus dated June 4, 2009 (the Prospectus), contained in the Registration Statement on Form S-3, File No. 333-159738 (the Registration Statement), (ii) $5,907,000 Medium-Term Notes, Series K, Notes linked to a Global ETF Basket due April 8, 2015 as described in the Companys Pricing Supplement No. 73 dated March 29, 2011 (Pricing Supplement 73) to Product Supplement No. 4 dated May 28, 2010, the Prospectus Supplement and the Prospectus contained in the Registration Statement, and (iii) $2,724,000 Medium-Term Notes, Series K, Notes linked to the iShares® Dow Jones U.S. Real Estate Index Fund due April 7, 2014 as described in the Companys Pricing Supplement No. 74 dated March 29, 2011 (Pricing Supplement 74) to Product Supplement No. 4 dated May 28, 2010, the Prospectus Supplement and the Prospectus contained in the Registration Statement. We hereby confirm our opinion as set forth under the heading Tax Consequences in Pricing Supplements 72, 73 and 74.
We hereby consent to the reference to us under the heading Tax Consequences in Pricing Supplements 72, 73 and 74 and the filing of this opinion as an exhibit to a Current Report on Form 8-K of the Company filed with the Securities and Exchange Commission and thereby incorporated by reference into the Companys Registration Statement. In giving such consent, 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.
Very truly yours, |
/s/ Sullivan & Cromwell LLP |
SULLIVAN & CROMWELL LLP |