Exhibit 5.1


                        [Dorsey & Whitney LLP Letterhead]

                                November 27, 2001

U.S. Bancorp
U.S. Bank Place
601 Second Avenue South
Minneapolis, MN 55402-4302

      Re: Registration Statement on Form S-8

Ladies and Gentlemen:

      Reference is made to the Registration Statement on Form S-8 ("Registration
Statement") that you intend to file with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, for the purpose of
registering up to 100,000,000 shares (the "Shares") of common stock, par value
$.01 per share, of U.S. Bancorp. The Shares will be issuable from time to time
under the U.S. Bancorp 2001 Stock Incentive Plan (the "Plan").

      We have examined such documents and have reviewed such questions of law as
we have considered necessary and appropriate for the purposes of our opinions
set forth below. In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We also have assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than U.S. Bancorp, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of U.S. Bancorp and of public officials.

      Based on the foregoing, we are of the opinion that the Shares to be issued
by U.S. Bancorp pursuant to the Plan have been duly authorized and, upon
issuance, delivery and payment therefor in accordance with the terms of the
Plan, will be validly issued, fully paid and nonassessable.

      Our opinions expressed above are limited to the Delaware General
Corporation Law.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                          Very truly yours,

                                          /s/  Dorsey & Whitney LLP

JLS