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 4, 2015
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) $4,954,000 aggregate face amount of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the SPDR® S&P 500® ETF Trust due September 8, 2020, as described in the Company’s Pricing Supplement No. 477 dated February 25, 2015 (“Pricing Supplement 477”) to the Product Supplement No. 3 dated May 2, 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) $5,000,000 aggregate principal amount of Medium-Term Notes, Series K, Principal at Risk Securities Linked to the Russell 2000® Index due August 31, 2016, as described in the Company’s Pricing Supplement No. 482 dated February 25, 2015 (“Pricing Supplement 482”) 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 477 and Pricing Supplement 482.
We hereby consent to the reference to us under the heading “United States Federal Tax Considerations” in Pricing Supplement 477 and Pricing Supplement 482 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 |