Attached files

file filename
8-K - FORM 8_K - WELLS FARGO & COMPANY/MNd717991d8k.htm
EX-4.1 - FORM OF MEDIUM-TERM NOTES, SERIES K - WELLS FARGO & COMPANY/MNd717991dex41.htm
EX-5.1 - OPINION OF FAEGRE BAKER DANIELS LLP REGARDING THE NOTES - WELLS FARGO & COMPANY/MNd717991dex51.htm
     Exhibit 8.1   
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Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

  

    212 450 4000 tel

    212 701 5800 fax

  

April 25, 2014

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 $1,495,000 aggregate face amount of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the Russell 2000® Index due October 26, 2020, as described in the Company’s Amended and Restated Pricing Supplement No. 420 dated April 21, 2014 (“Pricing Supplement 420”) to the Prospectus Supplement dated April 13, 2012 and the Prospectus dated April 13, 2012 contained in the Registration Statement on Form S-3, File No. 333-180728 (the “Registration Statement”). We hereby confirm our opinion as set forth under the heading “United States Federal Income Tax Considerations” in Pricing Supplement 420.

We hereby consent to the reference to us under the heading “United States Federal Income Tax Considerations” in Pricing Supplement 420 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.

Very truly yours,

/s/ Davis Polk & Wardwell LLP

Davis Polk & Wardwell LLP