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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 24, 1995
REGISTRATION NO. 33-62067
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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U. S. BANCORP
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
OREGON 6711 93-0571730
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code) Identification No.)
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111 S.W. FIFTH AVENUE, PORTLAND, OREGON 97204
(503) 275-6111
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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ROBERT D. GEDDES, ESQ.
U. S. BANCORP
111 S.W. Fifth Avenue, Portland, Oregon 97204
(503) 275-3178
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
JOHN J. DeMOTT, ESQ. CRAIG M. WASSERMAN, ESQ.
Miller, Nash, Wiener, Wachtell, Lipton,
Hager & Carlsen Rosen & Katz
111 S.W. Fifth Avenue, Suite 3500 51 West 52nd Street
Portland, Oregon 97204 New York, New York 10019
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West One Bancorp
August 23, 1995
Page 3
(v) No gain or loss will be recognized by USB or West One solely
as a result of the Merger.
This opinion may not be applicable to West One stockholders who
received their West One Common Stock pursuant to the exercise of employee stock
options or otherwise as compensation or who are not citizens or residents of
the United States.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an Exhibit to the Registration Statement on Form S-4 in
respect of the shares of USB Common Stock to be issued in connection with the
Merger, and to the reference to this opinion under the caption "Certain Federal
Income Tax Consequences" and elsewhere in the Joint-Proxy Statement-Prospectus
included therein. In giving such consent, we do not hereby admit that we are in
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.
Very truly yours,
/s/ WACHTELL, LIPTON, ROSEN & KATZ
