Exhibit 8.1
| | | | |
| | New York Menlo Park Washington DC São Paulo London | | Paris Madrid Tokyo Beijing Hong Kong |
| | |
 | | |
| |
Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 | | 212 450 4000 tel 212 701 5800 fax |
March 31, 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 (i) $285,000 aggregate face amount of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the S&P® 500 Index due March 29, 2019, as described in the Company’s Pricing Supplement No. 414 dated March 27, 2014 (“Pricing Supplement 414”) to the Product Supplement No. 6 dated July 13, 2012, the Prospectus Supplement dated April 13, 2012 (“Prospectus Supplement”) and the Prospectus dated April 13, 2012 (“Prospectus”) contained in the Registration Statement on Form S-3, File No. 333-180728 (the “Registration Statement”) and (ii) $1,216,000 aggregate principal amount of Medium-Term Notes, Series K, Notes due March 28, 2024, as described in the Company’s Pricing Supplement No. 419 dated March 27, 2014 (“Pricing Supplement 419”) 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 Tax Considerations” in Pricing Supplement 414 and Pricing Supplement 419.
We hereby consent to the reference to us under the heading “United States Federal Tax Considerations” in Pricing Supplement 414 and Pricing Supplement 419 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
