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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
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 up to
7,740,335 shares (the "Shares") of Common Stock of the Company, par value $1.25
per share, that are to be issued in connection with the merger of Scripps
Financial Corporation with and into the Company (the "Merger"), as described in
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 will be issued in connection with the Merger as
described in the Registration Statement.
Based on the foregoing, we are of the opinion that 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.
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: August 15, 2000
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Very truly yours,
/s/ Dorsey & Whitney LLP
Dorsey & Whitney LLP
ECH
