Exhibit 5(a)





                              September  16, 1998




(415) 393-8200                                                     C 97808-00005


Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163


        Re: Post-Effective Amendment No. 1 to Registration Statement on Form S-3

Ladies and Gentlemen:

        We have examined Post-Effective Amendment No. 1 to the registration 
statement on Form S-3, registration no. 333-10469 (the "Registration 
Statement"), filed by Wells Fargo & Company, a Delaware corporation (the 
"Company"), with the Securities and Exchange Commission (the "Commission") 
under the Securities Act of 1933, as amended (the "Act"") for the issuance and 
sale by the Company of it debt securities (the "Notes"), Preferred Stock, $5.00 
par value ("Preferred Stock"), and/or Common Stock, $5.00 par value (together 
with the Preferred Stock, the "Offered Equity Securities" and, collectively with
the Notes and Preferred Stock, the "Offered Securities") with a remaining public
offering price of up to $2,575,000,000.

        In connection with this transaction, we have examined the proceedings 
taken and are familiar with the proceedings proposed to be taken by the Company 
in connection with its issuance and sale of Offered Securities. We have assumed 
the genuineness of all signatures, the legal capacity of all natural persons, 
the authenticity of all documents submitted to us as copies and the authenticity
of the originals of such copied documents.

        On the basis of the foregoing and subject to the limitations, 
qualifications and expectations set forth below, we are of the opinion that, 
upon conclusion of the proceedings being taken or contemplated by us, as the 
Company's counsel, to be taken prior to the issuance of Offered Securities, and 
upon completion of the proceedings being taken in order to permit such 
transaction to be carried out in accordance with the securities laws of the 
various states where required, (i) the Offered Equity Securities, when issued 
and sold in the manner contemplated by


 
Wells Fargo & Company

September 16, 1998
Page 2


the prospectus forming a part of the Registration Statement and/or any 
prospectus supplement in connection therewith, will be legally and validly 
issued, fully paid and non-assessable; and (ii) the Notes, when issued and sold 
in the manner described in the prospectus forming a part of the Registration 
Statement and/or any prospectus supplement in connection therewith, and the 
Indenture relating thereto, will be legally and validly issued, fully paid and 
binding obligations of the Company.

        Our opinion set forth above as it relates to the Notes is subject to the
effect of (i) applicable bankruptcy, reorganization, insolvency, moratorium and 
other similar laws and court decisions of general application (including, 
without limitation, statutory or other laws regarding fraudulent or preferential
transfers) relating to, limiting or affecting the enforcement of creditors' 
rights generally, (ii) general principles of equity that may limit the 
enforceability of any of the remedies, covenants or other provisions of the 
Notes and the Indenture relating thereto, and (iii) the application of 
principles of equity (regardless of whether enforcement is considered in 
proceeding at law or in equity) as such principles relate to, limit or affect 
the enforcement of creditors' rights generally.

        We express no opinion as to (i) any provision of the Notes or the 
related Indenture regarding the remedies available to any person (A) to take 
action that is arbitrary, unreasonable or capricious or is taken in good faith 
or in a commercially reasonable manner, whether or not such action is permitted 
under such Notes or Indenture, or (B) for violations or breaches that are 
determined by a court to be non-material or without substantially adverse effect
upon the Company's ability to perform its material obligations under such Notes 
or Indenture; or (ii) any provision of the Notes or the related Indenture that 
may provide for interest on interest or penalty interest.

        The Company is a Delaware corporation. We are not admitted to practice 
in Delaware. However, we are generally familiar with the Delaware General 
Corporation Law and have made such review thereof as we consider necessary for 
purposes of this opinion. Subject to the foregoing, this opinion is limited to 
Delaware and federal law.

        This opinion may not be quoted in whole or in part without our prior 
written consent.

        We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name under the caption "Legal 
Matters" in the Registration Statement or any prospectus supplement and any 
amendment thereto. In giving this consent, we do not admit that we are within 
the category of persons whose consent is required under Section 7 of the Act or 
the General Rules and Regulations of the Commission.

                                
                                                Very truly yours,

                                                GIBSON, DUNN & CRUTCHER LLP