Exhibit 5.1
Faegre Drinker Biddle & Reath LLP
2200 Wells Fargo Center 90 South Seventh Street
Minneapolis Minnesota 55402-3901
Phone +1 612 766 7000
Fax +1 612 766 1600
July 25, 2023
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94104
Ladies and Gentlemen:
We have acted as counsel for Wells Fargo & Company, a Delaware corporation (the “Company”), in connection with (i) the preparation of a Registration Statement on Form S-3, as amended, File No. 333-269514 (the “Registration Statement”) of the Company filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the proposed offer and sale from time to time of the securities referred to therein; (ii) Pricing Supplement No. 2 dated July 18, 2023 to the Prospectus Supplement dated February 17, 2023 (the “Prospectus Supplement”) and the Prospectus dated February 17, 2023 (the “Prospectus”), relating to the offer and sale by the Company under the Registration Statement of $4,250,000,000 aggregate principal amount of Medium-Term Notes, Series W, Senior Redeemable Fixed-to-Floating Rate Notes due July 25, 2029; and (iii) Pricing Supplement No. 3 dated July 18, 2023 to the Prospectus Supplement and the Prospectus, relating to the offer and sale by the Company under the Registration Statement of $4,250,000,000 aggregate principal amount of Medium-Term Notes, Series W, Senior Redeemable Fixed-to-Floating Rate Notes due July 25, 2034 (the Medium-Term Notes described in clauses (ii) – (iii) being herein referred to collectively as the “Notes”). The Notes are to be issued under the Indenture dated as of February 21, 2017 (the “Indenture”) entered into by the Company and Citibank, N.A., as trustee, and sold pursuant to, in each case, a Terms Agreement dated July 18, 2023 among the Company and the Agents named therein (each, a “Terms Agreement”).
We have examined such documents, records and instruments as we have deemed necessary or appropriate for the purposes of this opinion.
Based on the foregoing, we are of the opinion that the Notes have been duly authorized and, when duly executed by the Company, authenticated in accordance with the provisions of the Indenture, and delivered to and paid for by the Agents pursuant to the applicable Terms Agreement, the Notes will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms subject to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance, receivership or other laws affecting creditors’ rights generally from time to time in effect and subject to general equity principles including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies (regardless of whether enforceability is considered in a proceeding in equity or at law) and except further as enforcement thereof may be limited by any governmental authority that limits, delays or prohibits the making of payments outside of the United States. As contemplated by the foregoing qualifications, in rendering the foregoing opinion, we are expressing no opinion as to Federal or state laws relating to fraudulent transfers. Without limiting any other qualifications set forth herein, the
