1




                                                                       Exhibit 5




                        Taft, Stettinius & Hollister LLP
                               1800 Firstar Tower
                                425 Walnut Street
                           Cincinnati, Ohio 45202-3957



                                 August 24, 2001



Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

            Re:     U.S. Bancorp
                    2001 EMPLOYEE STOCK INCENTIVE PLAN

Dear Sir or Madam:

            We have acted as counsel for U.S. Bancorp, a Delaware corporation
(the "Corporation"), in connection with its 2001 Employee Stock Incentive Plan
(the "Plan"). We have examined such documents, records and matters of law as we
have deemed necessary for purposes of this opinion and, based thereupon, we are
of the opinion that the shares of common stock, $.01 par value, of the
Corporation which may be issued and sold pursuant to the Plan will be, when
issued in accordance with the terms of the Plan, duly authorized, validly
issued, fully paid and non-assessable.

            We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement on Form S-8 to be filed by the Corporation with the
Securities and Exchange Commission to effect registration under the Securities
Act of 1933 of 11,600,000 shares to be issued and sold pursuant to the Plan.



                                      TAFT, STETTINIUS & HOLLISTER LLP