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                                                         Exhibit 5



                                                         Norwest Financial, Inc.
                                                               206 Eighth Street
                                                          Des Moines, Iowa 50309
                                                                    515/243-2131


February 4, 1994                                            



Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549

Dear Sirs:

I am acting as counsel for Norwest Financial, Inc., an Iowa corporation (the
"Company"), in connection with the filing of a registration statement on Form
S-3 under the Securities Act of 1933, as amended, for the registration of, and
the proposed issuance from time to time by the Company, of up to $2,000,000,000
aggregate principal amount of its senior debt securities (the "Senior Debt
Securities") or senior subordinated debt securities (the "Senior Subordinated
Debt Securities") (the Senior Debt Securities and the Senior Subordinated Debt
Securities being hereinafter called, collectively, the "Debt Securities"), in
one or more separate series pursuant to Rule 415.  The Debt Securities are to
be issued under an indenture (the "Senior Indenture") dated as of November 1,
1991 between the Company and the First National Bank of Chicago, as trustee in
the case of Senior Debt Securities, or an indenture dated as of May 1, 1986, as
amended and supplemented by a first supplemental indenture dated as of February
15, 1991, between the Company and Harris Trust and Savings Bank, as trustee in
the case of Senior Subordinated Debt Securities (said indenture as amended by
said first supplemental indenture being hereinafter called the "Senior
Subordinated Indenture").

I have examined such documents, corporate records and other instruments as I
have deemed necessary for the purpose of this opinion.

Based on the foregoing, I am of the opinion that:

         (i) The Senior Indenture has been duly authorized, executed and
delivered by the Company, and constitutes a legal, valid and binding obligation
of the Company in accordance with its terms.

         (ii) The Senior Subordinated Indenture has been duly authorized,
executed and delivered by the Company, and constitutes a legal, valid and
binding obligation of the Company in accordance with its terms.
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         (iii) When the issuance of the Debt Securities has been duly
authorized by appropriate corporate action and such Debt Securities have been
duly executed on behalf of the Company, authenticated, issued, sold and
delivered in accordance with the Senior Indenture or the Senior Subordinated
Indenture, as appropriate, and the Registration Statement, including the
Prospectus contained therein as supplemented by the Prospectus Supplement
relating to such Debt Securities, they will be legally issued and will
constitute legal, valid and binding obligations of the Company in accordance
with their respective terms (subject, as to the enforcement of remedies, to
applicable bankruptcy, reorganization, insolvency, moratorium or other similar
laws affecting creditors' rights generally from time to time in effect) and
will be entitled to the benefits of such Senior Indenture or Senior
Subordinated Indenture, as appropriate.

         (iv) The Debt Securities will, when sold, be legally issued, fully
paid and non-assessable.

I hereby consent to the inclusion of this opinion as Exhibit 5 to the
Registration Statement and to the reference to me under the heading "Legal
Opinions" in the Registration Statement and the Prospectus forming a part
thereof.

Very truly yours,



/s/ James R. Berens
James R. Berens
Vice President, General Counsel
  and Secretary

JRB/emm
N/SRW/SRW
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