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EXHIBIT 8.1
[Letterhead of Wachtell, Lipton, Rosen & Katz]
June 22, 2000
First Security Corporation
79 South Main
Salt Lake City, Utah 84111
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163
Ladies and Gentlemen:
We have acted as special counsel to First Security Corporation, a
Delaware corporation ("First Security"), in connection with the proposed merger
(the "Merger") of a direct, wholly-owned subsidiary of Wells Fargo & Company, a
Delaware corporation ("Wells Fargo"), with and into First Security, upon the
terms and conditions set forth in the Agreement and Plan of Reorganization,
dated as of April 9, 2000, by and between First Security and Wells Fargo (the
"Agreement"). At your request, in connection with the filing of the Registration
Statement on Form S-4 filed with the Securities and Exchange Commission in
connection with the Merger (the "Registration Statement"), we are rendering our
opinion concerning certain federal income tax consequences of the Merger. Any
capitalized term used and not defined herein has the meaning given to it in the
Agreement.
For purposes of the opinion set forth below, we have relied, with the
consent of First Security and the consent of Wells Fargo, upon the accuracy and
completeness of the statements and representations (which statements and
representations we have neither investigated nor verified) contained,
respectively, in the certificates of the officers of First Security and Wells
Fargo dated the date hereof, and have assumed that such statements and
representations will be complete and accurate at the Effective Time of the
Merger and that all statements and representations made to the knowledge of any
person or entity or with similar qualification are and will be true and correct
as if made without such qualification. We have also relied upon the accuracy of
the Registration Statement and the proxy statement-prospectus included therein
(the "Proxy Statement").
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First Security Corporation
Wells Fargo & Company
June 22, 2000
Page 2
We have also assumed that (i) the transactions contemplated by the
Agreement will be consummated in accordance therewith and as described in the
Registration Statement and the Proxy Statement (and no terms or conditions
therein material to this opinion will be waived), (ii) the Merger will be
reported by First Security and Wells Fargo on their respective federal income
tax returns in a manner consistent with the opinion set forth below, and (iii)
the Merger will qualify as a statutory merger under the applicable laws of the
State of Delaware.
Based upon and subject to the foregoing, under currently applicable
United States federal income tax law, it is our opinion that, for United States
federal income tax purposes, (i) the Merger will constitute a reorganization
within the meaning of Section 368 of the Internal Revenue Code of 1986, as
amended, (ii) no gain or loss will be recognized by the holders of First
Security common stock upon receipt of Wells Fargo common stock, except with
respect to cash received in lieu of fractional shares of Wells Fargo common
stock, (iii) the basis of Wells Fargo common stock received, including
fractional shares deemed received and redeemed, by the stockholders of First
Security will be the same as the basis of the First Security common stock
exchanged therefor and (iv) the holding period of shares of Wells Fargo common
stock received, including fractional shares deemed received and redeemed, by the
stockholders of First Security will include the holding period of the First
Security common stock, provided that the shares of First Security common stock
were held as a capital asset as of the Effective Time of the Merger.
We express no opinion as to the United States federal income tax
consequences of the Merger to stockholders subject to special treatment under
United States federal income tax law (including, for example, foreign persons,
financial institutions, dealers in securities, traders in securities who elect
to apply a mark-to-market method of accounting, insurance companies, tax-exempt
entities, holders who dissent from the Merger and receive the fair value of
their shares of First Security common stock in cash, holders who acquired their
shares of First Security common stock through the exercise of an employee stock
option or right or otherwise as compensation, and holders who hold First
Security common stock as part of a hedge, straddle, conversion or constructive
sale transaction). In addition, no opinion is expressed with respect to the tax
consequences of the Merger under applicable foreign, state or local laws or
under any federal tax laws other than those pertaining to the income tax.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement, and to the
references to us under the caption "The Merger--U.S. Federal Income Tax
Consequences of the Merger" and elsewhere in the Proxy Statement. In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended.
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First Security Corporation
Wells Fargo & Company
June 22, 2000
Page 3
We are furnishing this opinion to you solely in connection with the
filing of the Registration Statement and this opinion is not to be relied upon,
circulated, quoted or otherwise referred to for any other purpose.
Very truly yours,
/s/ Wachtell, Lipton, Rosen & Katz
