Exhibit 8.1

August 31, 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) $10,000,000 principal amount of Medium-Term Notes, Series K, Notes Linked to 3 Month LIBOR due August 31, 2016 as described in the Company’s Pricing Supplement No. 123 dated August 26, 2011 (“Pricing Supplement 123”) to 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”), and (ii) $9,000,000 principal amount of Medium-Term Notes, Series K, Notes due August 31, 2018 as described in the Company’s Pricing Supplement No. 125 dated August 26, 2011 (“Pricing Supplement 125”) to the Prospectus Supplement and the Prospectus contained in the Registration Statement. We hereby confirm our opinion as set forth under the heading “United States Federal Income Tax Considerations” in Pricing Supplements 123 and 125.

We hereby consent to the reference to us under the headings “United States Federal Income Tax Considerations” in Pricing Supplements 123 and 125 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 Company’s 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.