EXHIBIT 5.1




                                              November 1, 2001




U.S. Bancorp
601 Second Avenue South
Minneapolis, Minnesota 55402-4302

Ladies and Gentlemen:

     I am Deputy General Counsel of U.S. Bancorp, a Delaware corporation (the
"Company"), and have acted in such capacity in connection with the
Registration Statement on Form S-3 (the "Registration Statement") filed by the
Company with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"), relating to the
registration by the Company of $1,483,179,000 aggregate principal amount at
maturity of the Company's Contingent Zero-Coupon Accreting Redeemable
Securities (CZARS) (Convertible Senior Notes) due 2021 (the "Notes") and
35,808,390 shares of common stock, par value $.01 per share (the "Shares"),
issuable upon conversion of the Notes. The Notes were issued, and upon
conversion of the Notes the Shares will be issued, pursuant to a supplemental
indenture, dated as of August 6, 2001 (the " Supplemental Indenture"), to the
Indenture, dated as of October 1, 1991 (the "Base Indenture" and, together
with the Supplemental Indenture, the "Indenture") between the Company and
Citibank, N.A., as trustee (the "Trustee"). The Notes and the Shares issuable
upon conversion thereof are to be offered and sold by certain securityholders
of the Company (the "Selling Securityholders").

     I have examined the Registration Statement and the Indenture, which has
been filed with the Commission as an exhibit to the Registration Statement. I
also have examined the originals, or duplicates or certified or conformed
copies, of such records, agreements, instruments and other documents and have
made such other and further investigations as I have




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deemed relevant and necessary in connection with the opinion expressed
herein. As to questions of fact material to this opinion, I have relied upon
certificates of public officials and of officers and representatives of the
Company.

     In rendering the opinion set forth below, I have assumed the genuineness
of all signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to me as originals, the conformity to original
documents of all documents submitted to me as duplicates or certified or
conformed copies, and the authenticity of the originals of such latter
documents. I have also assumed that the Indenture is the valid and legally
binding obligation of the Trustee.

      Based upon the foregoing, and subject to the qualifications and
limitations stated herein, I am of the opinion that the Shares initially
issuable upon conversion of the Notes have been duly authorized and reserved
for issuance and, when issued and delivered upon such conversion in accordance
with the provisions of the Notes and the Indenture, will be validly issued,
fully paid and nonassessable.

     I am a member of the Bar of the State of Ohio and I do not express any
opinion herein concerning any law other than the law of the State of Ohio, the
Federal Law of the United States and the Delaware General Corporation Law.


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     I hereby consent to the filing of this opinion letter as Exhibit 5.1 to
the Registration Statement and to the use of my name under the caption "Legal
Matters" in the Prospectus included in the Registration Statement.

                                        Very truly yours,



                                        /s/ Jennie P. Carlson
                                        ------------------------------------
                                        Jennie P. Carlson
                                        Executive Vice President,
                                        Deputy General Counsel and Secretary