Exhibit 8.1

January 25, 2013                                

Wells Fargo & Company,

    420 Montgomery Street,

San Francisco, California 94104.

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) $2,409,000 aggregate face amount of Medium-Term Notes, Series K, Securities Linked to the S&P 500^® Index as described in the Company’s Pricing Supplement No. 282 dated January 17, 2013 (“Pricing Supplement 282”) to Product Supplement No. 6 dated July 13, 2012, the Prospectus Supplement dated April 13, 2012 (the “Prospectus Supplement”) and the Prospectus dated April 13, 2012 (the “Prospectus”) contained in the Registration Statement on Form S-3, File No. 333-180728 (the “Registration Statement”) and (ii) $7,546,000 aggregate principal amount of Medium-Term Notes, Series K, Notes Linked to 3 Month LIBOR due January 27, 2025 as described in the Company’s Pricing Supplement No. 278 dated January 22, 2013 (“Pricing Supplement 278”) to the Prospectus Supplement and the Prospectus. We hereby confirm our opinion as set forth under the heading “Material Tax Consequences” in Pricing Supplement 282 and under the heading “United States Federal Income Tax Considerations” in Pricing Supplement 278.

We hereby consent to the reference to us under the heading “Material Tax Consequences” in Pricing Supplement 282 and under the heading “United States Federal Income Tax Considerations” in Pricing Supplement 278 and to 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.