Exhibit 5.2

[Letterhead of Squire, Sanders & Dempsey L.L.P.]

December 7, 2009

U.S. Bancorp
800 Nicollet Mall
Minneapolis, Minnesota 55402

Ladies and Gentlemen:

     We have acted as counsel to U.S. Bancorp, a Delaware corporation (the “Company”) and Sponsor of USB Capital XIII, USB Capital XIV, USB Capital XV and USB Capital XVI, each a Delaware statutory trust (each a “Trust” and collectively, the “Trusts”), in connection with a Registration Statement on Form S-3 (Registration No. 333-150298), as thereby amended (as amended, the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) relating to (i) the proposed sale by the Company from time to time, in one or more series, to the Trusts, of the Company’s junior subordinated notes (the “Junior Subordinated Notes”), and (ii) the guarantee by the Company of the capital securities (the “Capital Securities”) of each of the Trusts (the “Guarantees”).

     The Junior Subordinated Notes and the Guarantees are hereinafter collectively referred to as the “Securities.” The Securities may be issued and sold or delivered from time to time as set forth in the Registration Statement, any amendment thereto, the prospectus contained therein (the “Prospectus”) and any supplements thereto.

     We have examined such documents, including the resolutions of the Board of Directors of the Company adopted on April 19, 2005 and April 15, 2008 (the “Resolutions”), and have reviewed such questions of law, as we have considered necessary and appropriate for the purposes of our opinion 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 have also 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 the Company and the Trusts, 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 opinion, we have relied upon certificates of officers of the Company and the Trusts and of public officials. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in each form incorporated by reference as exhibits to the Registration Statement.

U.S. Bancorp
December 7, 2009
Page 2

     Based on the foregoing, we are of the opinion that:

     1. When the specific terms of a series of the Junior Subordinated Notes have been specified in a Supplemental Indenture or an Officer’s Certificate, which has been executed and delivered to the Trustee by an Authorized Officer, such series of the Junior Subordinated Notes will have been duly authorized by all requisite corporate action, and, when executed and authenticated as specified in the Junior Subordinated Notes and delivered against payment therefor pursuant to the terms described in the Registration Statement and as specified by an Authorized Officer, will constitute valid and binding obligations of the Company, enforceable in accordance with the terms of such series.

     2. When the Guarantees have been duly authorized by all requisite corporate action and, when executed and delivered as specified in the Guarantee Agreements, in substantially the form filed as Exhibit 4.25 to the Registration Statement, the Guarantees will constitute the valid and binding obligation of the Company, enforceable in accordance with its terms.

     The opinions set forth above are subject to the following qualifications and exceptions:

     (a) Our opinions above are subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other similar law of general application affecting creditors’ rights, (ii) the effect of general principles of equity, including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing, and other similar doctrines affecting the enforceability of agreements generally (regardless of whether considered in a proceeding in equity or at law), and (iii) insofar as they relate to indemnification provisions, the effect of federal and state securities laws and public policy relating thereto.

     (b) In rendering the opinions set forth above, we have assumed that, at the time of the authentication and delivery of a series of Securities, the Resolutions referred to above 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 the Securities, the Registration Statement will have been declared effective by the Commission and will continue to be effective, none of the particular terms of a series of Securities will violate any applicable law and neither the issuance and sale thereof nor the compliance by the Company and the Trusts with the terms thereof will result in a violation of any agreement or instrument then binding upon the Company and the Trusts or any order of any court or governmental body having jurisdiction over the Company and the Trusts.

     (c) As of the date of this opinion, a judgment for money in an action based on a debt security denominated in a foreign currency or currency unit in a federal or State court in the United States ordinarily would be enforced in the United States only in United States dollars. The date used to determine the rate of conversion into United States dollars of the foreign currency or currency unit in which a particular debt security is denominated will depend upon various factors, including which court renders the judgment. Under Section 27 of the New York

U.S. Bancorp
December 7, 2009
Page 3

Judiciary Law, a state court in the State of New York rendering a judgment on a debt security would be required to render such judgment in the foreign currency or currency unit in which such debt security is denominated, and such judgment would be converted into United States dollars at the exchange rate prevailing on the date of entry of the judgment.

     Our opinions expressed above are limited to the laws of the State of New York, the Delaware General Corporation Law and the federal laws of the United States of America.

     We hereby consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Validity of Securities” contained in the Prospectus included therein.

Very truly yours,

/s/ Squire, Sanders & Dempsey L.L.P.