Exhibit 5.1
May 28, 2010
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163
Wells Fargo Securities, LLC
550 California Street, 14th Floor
San Francisco, California 94104
Merrill Lynch, Pierce, Fenner & Smith Incorporated
One Bryant Park
New York, New York 10036
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Ladies and Gentlemen:
We have acted as special tax counsel to Wells Fargo & Company, a Delaware corporation (the “Company”), in connection with the establishment of a series of securities designated as the Company’s Medium-Term Notes, Series K, in an aggregate principal amount of $25,000,000,000 (the “Notes”). We hereby confirm our opinion as set forth under the heading “United States Federal Income Tax Considerations” in the following product supplements (each a “Product Supplement”) related to the Notes:
| | 1. | Product Supplement No. 4: ETF Linked Securities; Upside Participation To A Cap And Fixed Percentage Buffered Downside; |
| | 2. | Product Supplement No. 5: ETF Linked Securities; Upside Participation To A Cap And Contingent Principal Protection; and |
| | 3. | Product Supplement No. 6: ETF Linked Securities; Upside Participation To A Cap And Buffered Downside. |
We hereby consent to the reference to us in each of the foregoing Product Supplements under the caption “United States Federal Income Tax Considerations” and the filing of this opinion as an exhibit to each Product Supplement. 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.
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Very truly yours, |
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/s/ Sullivan & Cromwell LLP |
