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                                                                     EXHIBIT 8.1


                       [OPINION OF DORSEY & WHITNEY LLP]




                                August 15, 2000




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

Dear Ladies and Gentlemen:

                  We have acted as your counsel in connection with the
Registration Statement on Form S-4 filed on August 16, 2000 (the "Registration
Statement") with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Securities Act"). The Registration Statement relates
to the proposed merger of Scripps Financial Corporation with and into U.S.
Bancorp. This opinion is delivered in accordance with the requirements of Item
601(b)(8) of the Regulation S-K under the Securities Act.

                  In connection with this opinion, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of the Registration Statement, the Proxy Statement/Prospectus
included therein (the "Proxy Statement/Prospectus") and such other documents as
we have deemed necessary or appropriate.

                  We hereby confirm that the discussions in the Proxy
Statement/Prospectus under the captions "SUMMARY -- Material Federal Income Tax
Consequences" and "THE MERGER -- Material Federal Income Tax Consequences" are a
fair and accurate summary of the matters addressed therein, based upon current
law and the facts and assumptions stated or referred to therein. There can be no
assurance that contrary positions may not be taken by the Internal Revenue
Service.

                  We hereby consent to the filing of this opinion as Exhibit 8.1
to the Registration Statement and to the use of our name under the caption "THE
MERGER -- Material Federal Income Tax Consequences" in the Proxy
Statement/Prospectus. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act.


                                    Very truly yours,

                                    /s/ Dorsey & Whitney LLP

                                    Dorsey & Whitney LLP


BJS:GS