Exhibit 5.1







                         [Opinion of Dorsey & Whitney LLP]



U..S. Bancorp
U.S. Bank Place
601 Second Avenue South
Minneapolis, MN 55402-4302


          Re:  Registration Statement on Form S-4
               File number 333-75603


Ladies and Gentlemen:

     We have acted as counsel to U.S. Bancorp, a Delaware corporation (the
"Company"), in connection with a Registration Statement on Form S-4 (the
"Registration Statement") relating to the issuance by the Company of (1) up to
9,000,000 shares (the "Shares") of Common Stock of the Company, par value $ 1.25
per share, and (2) 75,789 Warrants (the "Warrants").  The Shares and the
Warrants are to be issued in connection with the merger of Bank of Commerce with
and into a subsidiary of the Company (the "Merger"), as described in the Proxy
Statement/Prospectus constituting part of the Registration Statement.

     We have examined such documents and have reviewed such questions of law as
we have considered necessary and appropriate for the purposes of our opinions
set forth below.  In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies.  We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties.  As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials.  We have 




also assumed that the Shares and the Warrants will be issued in connection 
with the Merger as described in the Registration Statement.

     Based on the foregoing, we are of the opinion that:

     (a)  The Shares to be issued by the Company in the Merger have been duly
          authorized and, when issued in accordance with the terms of the
          Agreement (as defined in the Registration Statement), will be validly
          issued, fully paid and nonassessable.

     (b)  The Warrants to be issued by the Company in the Merger have been duly
          authorized and, when issued in accordance with the terms of the
          Agreement, will be validly issued and enforceable by the holders
          thereof in accordance with the terms thereof.

     Our opinions expressed above are limited to the Delaware General
Corporation Law.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to our firm under the heading
"LEGAL MATTERS" in the Prospectus constituting part of the Registration
Statement.

Dated: May 3, 1999
                                        Very truly yours,

                                        /s/ Dorsey & Whitney LLP


ECH