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EXHIBIT 5
October 4, 2000
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163
Ladies and Gentlemen:
I am Senior Vice President and Assistant General Counsel of Wells Fargo &
Company (the "Corporation") and, as such, I have acted as counsel for the
Corporation in connection with the preparation of a Registration Statement on
Form S-3 (the "Registration Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, (the "Securities Act")
relating to the proposed offer and sale from time to time of the following
securities of the Corporation (the "Securities") having an aggregate initial
offering price of up to $10,000,000,000: (i) unsecured unsubordinated debt
securities in the forms filed as Exhibits 4(t) and 4(u) to the Registration
Statement, with appropriate insertions, (the "Senior Debt Securities"), (ii)
unsecured subordinated debt securities in the form filed as Exhibit 4(v) to the
Registration Statement, with appropriate insertions, (the "Subordinated Debt
Securities," and together with the Senior Debt Securities, the "Debt
Securities"), (iii) preferred stock and preference stock, no par value, (the
"Preferred Stock") of the Corporation, interests in which may be evidenced by
appropriately prepared depositary shares (the "Depositary Shares"), (iv) common
stock, par value $1 2/3 per share, (the "Common Stock") of the Corporation
issuable upon conversion of Debt Securities, Preferred Stock, or Depositary
Shares, or upon exercise of warrants, and (v) appropriately prepared warrants to
purchase Debt Securities, Preferred Stock, or Common Stock (collectively, the
"Warrants"). The Securities may be offered separately or as part of units with
other Securities, in separate series, in amounts, at prices, and on terms to be
set forth in the prospectus and one or more supplements to the prospectus
(collectively, the "Prospectus") constituting a part of the Registration
Statement, and in the Registration Statement.
The Senior Debt Securities are to be issued under one or more indentures in
the form filed as Exhibit 4(r) to the Registration Statement, with appropriate
insertions, (the "Senior Indenture") to be entered into by the Corporation and a
trustee or trustees to be named by the Corporation. The Subordinated Debt
Securities are to be issued under one or more indentures in the form filed as
Exhibit 4(s) to the Registration Statement, with appropriate insertions, (the
"Subordinated Indenture") to be entered into by the Corporation and a trustee or
trustees to be named by the Corporation. Each series of Preferred Stock is to be
issued under the Restated Certificate of Incorporation, as amended, of the
Corporation (the "Certificate of Incorporation") and a certificate of
designations (a "Certificate of
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Designations") to be approved by the Board of Directors of the Corporation or a
committee thereof and filed with the Secretary of State of the State of Delaware
(the "Delaware Secretary of State") in accordance with Section 151 of the
General Corporation Law of the State of Delaware. The Depositary Shares are to
be issued under a deposit agreement in the form filed as Exhibit 4(z) to the
Registration Statement, with appropriate insertions, (the "Deposit Agreement")
to be entered into by the Corporation, a depositary to be named by the
Corporation, and the holders from time to time of depositary receipts evidencing
Depositary Shares. The Common Stock is to be issued under the Certificate of
Incorporation. The Warrants are to be issued under warrant agreements in the
forms filed as Exhibits 4(aa) to 4(cc) to the Registration Statement, with
appropriate insertions, (the "Warrant Agreements") to be entered into by the
Corporation and warrant agents to be named by the Corporation.
Certain terms of the Securities to be issued by the Corporation from time
to time will be approved by the Board of Directors of the Corporation or a
committee thereof or certain authorized officers of the Corporation as part of
the corporate action taken and to be taken (the "Corporate Proceedings") in
connection with issuance of the Securities. I have examined or am otherwise
familiar with the Certificate of Incorporation, the By-Laws of the Corporation,
as amended, the Registration Statement, such of the Corporate Proceedings as
have occurred as of the date hereof, and such other documents, records, and
instruments as I have deemed necessary or appropriate for the purposes of this
opinion.
Based on the foregoing, I am of the opinion that: (i) upon the execution
and delivery by the Corporation of the Senior Indenture or the Subordinated
Indenture, as the case may be, and the execution and delivery of the Deposit
Agreement, and the applicable Warrant Agreement, the completion of all required
Corporate Proceedings, and the execution, issuance, and delivery, and the
authentication by a duly appointed trustee, of the Senior Debt Securities and
Subordinated Debt Securities, the Depositary Shares, and the Warrants,
respectively, pursuant to such agreements, such Senior Indenture or Subordinated
Indenture, Deposit Agreement, or Warrant Agreement, as the case may be, will
become valid and binding instruments, and any Debt Securities issuable
thereunder will be legal, valid, and binding obligations of the Corporation, and
any Preferred Stock (assuming completion of the actions referred to in clause
(ii) below) or Common Stock (assuming completion of the actions referred to in
clause (iii) below) issuable thereunder will be duly and validly authorized and
issued, fully paid, and nonassessable; (ii) upon the authorization, execution,
acknowledgment, delivery, and filing with, and recording by, the Delaware
Secretary of State of the applicable Certificate of Designations, the completion
of all required Corporate Proceedings and the execution, issuance, and delivery
of the Preferred Stock pursuant to such Certificate of Designations, the
Preferred Stock will be duly and validly authorized and issued, fully paid, and
nonassessable; and (iii) upon the authorization of issuance of the Common Stock,
the completion of all required Corporate Proceedings, and the execution,
issuance, and delivery of the Common Stock, the Common Stock will be duly and
validly authorized and issued, fully paid, and nonassessable; except in each
case as enforcement of provisions of such instruments and agreements may be
limited by bankruptcy or other laws of general application affecting the
enforcement of creditors' rights and by general equity principles. The foregoing
opinions assume that (a) the consideration designated in the
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applicable Corporate Proceedings for any Preferred Stock or Common Stock shall
have been received by the Corporation in accordance with applicable law; (b) the
Senior Indenture, the Subordinated Indenture, the Deposit Agreement, and any
Warrant Agreement shall have been duly authorized, executed, and delivered by
all parties thereto other than the Corporation; (c) the Registration Statement
shall have become effective under the Securities Act and will continue to be
effective; (d) the applicable Senior Indenture or Subordinated Indenture shall
have become duly qualified under the Trust Indenture Act of 1939, as amended;
and (e) that, at the time of the authentication and delivery of the Securities,
the Corporate Proceedings related thereto will not have been modified or
rescinded, there will not have occurred any change in the law affecting the
authorization, execution, delivery, validity or enforceability of such
Securities, none of the particular terms of such Securities will violate any
applicable law and neither the issuance and sale thereof nor the compliance by
the Corporation with the terms thereof will result in a violation of any
issuance limit in the Corporate Proceedings, any agreement or instrument then
binding upon the Corporation or any order of any court or governmental body
having jurisdiction over the Corporation.
I have also assumed (a) the accuracy and truthfulness of all public records
of the Corporation and of all certifications, documents and other proceedings
examined by me that have been produced by officials of the Corporation acting
within the scope of their official capacities, without verifying the accuracy or
truthfulness of such representations, and (b) the genuineness of such signatures
appearing upon such public records, certifications, documents and proceedings. I
express no opinion as to the laws of any jurisdiction other than the laws of the
State of Minnesota, the General Corporation Law of the State of Delaware, and
the federal laws of the United States of America. I express no opinion as to
whether, or the extent to which, the laws of any particular jurisdiction apply
to the subject matter hereof, including, without limitation, the enforceability
of the governing law provision contained in the Senior Indenture, the
Subordinated Indenture, the Deposit Agreement and the Warrant Agreements (the
"Agreements"). Because the governing law provision of the Agreements relates to
the law of a jurisdiction as to which I express no opinion, the opinions set
forth in clause (a) of the preceding paragraph are given as if the law of the
State of Minnesota governs the Agreements.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to being named in the Prospectus included therein
under the caption "Legal Opinions" with respect to the matters stated therein
without implying or admitting that I am an "expert" within the meaning of the
Securities Act, or other rules and regulations of the Securities and Exchange
Commission issued thereunder with respect to any part of the Registration
Statement, including this exhibit.
Very truly yours,
/s/ Laurel A. Holscuh
Laurel A. Holscuh
