<PAGE>
EXHIBIT 8.1
[Letterhead of LINDQUIST & VENNUM P.L.L.P.]
August 23, 2000
Board of Directors of
Buffalo National Bancshares, Inc.
1804 Hillside Lane
Buffalo, MN 55313
Re: Federal Income Tax Consequences of the Merger with Wells Fargo &
Company
Ladies and Gentlemen:
You have requested that we render an opinion with respect to the
material United States federal income tax considerations related to the Merger
whereby Wells Fargo BNB Merger Co. ("Merger Co."), a wholly-owned subsidiary of
Wells Fargo & Company ("Parent"), will merge into Buffalo National Bancshares,
Inc. (the "Company") (the "Merger").
We have examined the Agreement and Plan of Reorganization executed
March 24, 2000 (the "Agreement") and the Registration Statement on Form S-4
("Registration Statement") filed with the Securities and Exchange Commission on
August 9, 2000 under the Securities Act of 1933. The Registration Statement
contains a Proxy Statement and a Prospectus (collectively, the "Proxy
Statement-Prospectus"). Unless otherwise defined in this letter, terms defined
in the Proxy Statement-Prospectus are used herein as defined therein.
We also have examined such matters of law, including the provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), proposed and
finalized Treasury regulations promulgated thereunder (the "Regulations"), and
judicial and administrative decisions, rulings and interpretations thereof
currently in effect, as we have deemed appropriate as a basis for our opinions
set forth below. All section references herein are to the Code unless stated
otherwise.
In rendering this opinion, we have relied upon the current and
continued accuracy of the factual matters we have considered, including the
recitals, agreements, representations and warranties contained in or made
pursuant to the documents cited above, as well as the representations and
warranties made by the Company and Parent to Lindquist & Vennum P.L.L.P. for
purposes of rendering this opinion.
Based solely on the foregoing, and subject to the qualifications set
forth herein, we are of the opinion that if the Merger is effected in accordance
with the Agreement and the above facts and representations:
<PAGE>
LINDQUIST & VENNUM P.L.L.P.
Board of Directors of
Buffalo National Bancshares, Inc.
August 23, 2000
Page 2
1. For federal income tax purposes, the Merger will constitute a
reorganization within the meaning of Section 368(a);
2. No gain or loss will be recognized by the stockholders of the
Company upon the exchange of their Company Common Stock solely for Parent Common
Stock, except with respect to cash received in lieu of fractional shares of
Parent Common Stock;
3. The basis of the Parent Common Stock (including any fractional share
interests) to be received by stockholders of the Company will be the same as the
basis of the Company Common Stock surrendered in exchange therefor;
4. The holding period of the Parent Common Stock (including any
fractional share interests) received by the stockholders of the Company will
include the period during which the Company Common Stock surrendered therefor
was held, provided the Company Common Stock was held as a capital asset in the
hands of the stockholders on the date of the exchange; and
5. Subject to the foregoing and the fact that the discussion in the
Registration Statement under the heading "U.S. Federal Income Tax Consequences
of the Merger" (the "Tax Discussion") is a summary and does not purport to
discuss all possible United States federal income tax consequences of the Merger
and sets forth additional limitations, qualifications, assumptions and caveats,
the Tax Discussion sets forth the material United States federal income tax
consequences of the Merger to holders of the Company's Common Stock who exchange
such stock for Parent Common Stock pursuant to the Agreement.
No opinion is expressed about the tax treatment of the proposed
transaction under other provisions of the Code and the Regulations or about the
tax treatment of any conditions existing at the time of, or effects resulting
from, the proposed transaction that are not specifically covered by the above
opinions. The opinion also does not address the various state, local or foreign
tax consequences that may result from the Merger or other transactions
contemplated by the Agreement.
The opinions expressed herein are rendered as of the date hereof and
are based on the Code, proposed and finalized Regulations, and judicial and
administrative decisions, rulings and interpretations, all of which are subject
to change with no assurance that changes will not be made retroactively.
An opinion of legal counsel represents an expression of legal counsel's
professional judgment regarding the subject matter of the opinion and, unlike
private letter rulings issued by
<PAGE>
LINDQUIST & VENNUM P.L.L.P.
Board of Directors of
Buffalo National Bancshares, Inc.
August 23, 2000
Page 3
the Internal Revenue Service (the "Service"), is not binding on the Service and
has no official status of any kind.
This opinion is for the sole use of the Board of Directors of the
Company and may not be relied upon by any other entity or individual.
Sincerely,
LINDQUIST & VENNUM P.L.L.P.
/s/ LINDQUIST & VENNUM P.L.L.P.
