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Exhibit 8.1
October 17, 2000
Brenton Banks, Inc.,
Suite 200, Capital Square,
400 Locust Street,
Des Moines, IA 50309.
Ladies and Gentlemen:
We have acted as tax counsel to Brenton Banks, Inc., an Iowa
corporation ("Brenton"), in connection with (i) the merger (the "Merger") of
Wells Fargo BBI Merger Co. ("Merger Co."), a newly formed and direct, wholly
owned subsidiary of Wells Fargo & Company ("Wells Fargo"), with and into Brenton
pursuant to the Agreement and Plan of Reorganization, dated as of July 6, 2000,
by and among Brenton, Brenton Bank, a subsidiary of Brenton ("Brenton Bank") and
Wells Fargo (the "Reorganization Agreement") and the related Agreement and Plan
of Merger between Merger Co. and Brenton (the "Merger Agreement") and (ii) the
merger (the "Bank Merger", and collectively with the Merger, the "Mergers") of
Wells Fargo Interim Bank Brenton, a newly formed and wholly owned subsidiary of
Wells Fargo ("Interim Bank"), which will be contributed to Brenton immediately
after the Merger, with and into Brenton Bank, pursuant to the Reorganization
Agreement and the related Agreement and Plan of Merger between Interim Bank and
Brenton Bank (the "Bank Merger Agreement"). We render this opinion to you, in
part, pursuant to Section 6(h) of the Reorganization
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Agreement. Unless otherwise indicated, capitalized terms used herein have the
meanings given to such terms in the Reorganization Agreement.
For purposes of this opinion, we have reviewed the Reorganization
Agreement, Merger Agreement and Bank Merger Agreement and such other documents
and matters of law and fact as we have considered necessary or appropriate, and
we have assumed with your consent that: (i) the Mergers will be completed in the
manner set forth in the Reorganization Agreement, the Merger Agreement and Bank
Merger Agreement, as applicable, and the Registration Statement on Form S-4 of
Wells Fargo, including the Proxy Statement of Brenton and Brenton Bank and
Prospectus of Wells Fargo contained therein; and (ii) the representations
contained in the letters of representation from Wells Fargo, dated October 12,
2000, and Brenton and Brenton Bank, dated October 12, 2000, will be true and
complete at the relevant Effective Times of the Mergers.
Based upon and subject to the foregoing, and our consideration of such
other matters of fact and law as we have considered necessary or appropriate, it
is our opinion under presently applicable United States Federal income tax law
that:
With respect to the Merger,
(1) The Merger will constitute a reorganization within the
meaning of Section 368(a) of the Internal Revenue Code of 1986, as
amended (the "Code");
(2) Wells Fargo and Brenton will each be a party to the
reorganization within the meaning of Section 368(b) of the Code;
(3) No gain or loss will be recognized by Brenton shareholders
who receive shares of Wells Fargo common stock in exchange for shares
of Brenton common stock, except with respect to cash received in lieu
of a fractional share interest in Brenton common stock;
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(4) The aggregate tax basis of Wells Fargo common stock
received, including fractional shares deemed received, by the
shareholders of Brenton will equal such shareholder's aggregate tax
basis of the Brenton common stock exchanged therefor; and
(5) The holding period of shares of Wells Fargo common stock
received, including fractional shares deemed received, by the
shareholders of Brenton will include the period during which the shares
of Brenton common stock were held, provided such shares of Brenton
common stock were held as a capital asset at the Effective Time of the
Merger; and
With respect to the Bank Merger,
(1) The Bank Merger will constitute a reorganization within
the meaning of Section 368(a) of the Code;
(2) Each of Wells Fargo, Brenton and Brenton Bank will be a
party to the reorganization within the meaning of Section 368(b) of the
Code;
(3) No gain or loss will be recognized by Brenton Bank
shareholders who receive shares of Wells Fargo common stock in exchange
for shares of Brenton Bank common stock, except with respect to cash
received in lieu of a fractional share interest in Brenton Bank common
stock;
(4) The aggregate tax basis of Wells Fargo common stock
received, including fractional shares deemed received, by the
shareholders of Brenton Bank will
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equal such shareholder's aggregate tax basis of the Brenton Bank common
stock exchanged therefor; and
(5) The holding period of shares of Wells Fargo common stock
received, including fractional shares deemed received, by the
shareholders of Brenton Bank will include the period during which the
shares of Brenton Bank common stock were held, provided such shares of
Brenton Bank common stock were held as a capital asset at the Effective
Time of the Bank Merger.
The tax consequences described above may not be applicable to Brenton
or Brenton Bank shareholders that acquired the common stock of Brenton or
Brenton Bank pursuant to the exercise of an employee stock option or right or
otherwise as compensation; that hold Brenton or Brenton Bank common stock as
part of a "straddle" or "conversion" transaction; or that are insurance
companies, securities dealers, financial institutions, persons required to use a
mark-to-market method of accounting with respect to shares of Brenton or Brenton
Bank common stock or foreign persons.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement of Wells Fargo, including the Proxy Statement of Brenton
and Brenton Bank and Prospectus of Wells Fargo contained therein, and to the
reference to us under the heading "U.S. Federal Income Tax Consequences of the
Mergers" in the Proxy Statement- Prospectus. By giving this consent, we do no
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations thereunder.
Very truly yours,
/s/ Sullivan & Cromwell
