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Exhibit 5.1
[LETTERHEAD OF STANLEY S. STROUP
EXECUTIVE VICE PRESIDENT AND GENERAL
COUNSEL OF WELLS FARGO & COMPANY]
September 8, 2000
Board of Directors
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163
Ladies and Gentlemen:
In connection with the proposed registration under the Securities Act of 1933,
as amended, of 8,500,000 shares of common stock, par value $1-2/3 per share, of
Wells Fargo & Company, a Delaware corporation (the "Company"), and associated
preferred stock purchase rights (such shares and rights collectively referred to
as the "Shares"), which are proposed to be issued by the Company in connection
with the merger of a subsidiary of the Company with Brenton Banks, Inc. and the
merger of a bank subsidiary of the Company with Brenton Bank (collectively, the
"Mergers"), I have examined such corporate records and other documents,
including the registration statement on Form S-4 relating to the Shares, and
have reviewed such matters of law as I have deemed necessary for this opinion,
and I advise you that in my opinion:
1. The Company is a corporation duly organized and existing under the laws of
the state of Delaware.
2. All necessary corporate action on the part of the Company has been taken to
authorize the issuance of the Shares in connection with the Mergers, and
when issued as described in the registration statement, the Shares will be
legally and validly issued, fully paid and nonassessable.
I consent to the filing of this opinion as an exhibit to the registration
statement.
Sincerely,
/s/ Stanley S. Stroup
