EXHIBIT 5(a)




                                 August 8, 2001



Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94163

Ladies and Gentlemen:

         I am Senior Vice President and Assistant General Counsel of Wells Fargo
& Company (the "Company") and, as such, I, together with other attorneys in the
Wells Fargo Law Department have acted as counsel for the Company in connection
with the preparation of a Registration Statement on Form S-3 (the "Registration
Statement") of the Company and Wells Fargo Capital IV, Wells Fargo Capital V,
Wells Fargo Capital VI and Wells Fargo Capital VII filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, (the
"Securities Act") relating to the proposed offer and sale from time to time of
the following securities (the "Securities") having an aggregate initial offering
price of up to $1,500,000,000: (i) unsecured unsubordinated debt securities of
the Company in the forms filed as part of Exhibit 4(x) and as 4(y) to the
Registration Statement, with appropriate insertions (the "Senior Debt
Securities"), (ii) unsecured subordinated debt securities of the Company in the
forms filed as part of Exhibit 4(x) and as 4(z) to the Registration Statement,
with appropriate insertions, (the "Subordinated Debt Securities"), (iii)
unsecured junior subordinated debt securities of the Company in the form as
filed as Exhibit 4(aa) to the Registration Statement, with appropriate
insertions (the "Junior Subordinated Debt Securities," and together with the
Senior Debt Securities and the Subordinated Debt Securities, the "Debt
Securities"), (iv) preferred stock and preference stock, no par value, (the
"Preferred Stock") of the Company, interests in which may be evidenced by
appropriately prepared depositary shares (the "Depositary Shares"), (v) common
stock, par value $1 2/3 per share, (the "Common Stock") of the Company issuable
upon conversion of Debt Securities, Preferred Stock, or Depositary Shares, or
upon exercise of warrants, and (vi) appropriately prepared warrants to purchase
Debt Securities, Preferred Stock, or Common Stock (collectively, the
"Warrants"). The Securities may be offered separately or as part of units with
other Securities, in separate series, in amounts, at prices, and on terms to be
set forth in the


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August 8, 2001
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prospectus and one or more supplements to the prospectus (collectively, the
"Prospectus") constituting a part of the Registration Statement, and in the
Registration Statement.

         The Senior Debt Securities are to be issued under one or more
indentures in the form filed as Exhibit 4(u) to the Registration Statement, with
appropriate insertions, (the "Senior Indenture") to be entered into by the
Company and a trustee or trustees to be named by the Company. The Subordinated
Debt Securities are to be issued under one or more indentures in the form filed
as Exhibit 4(v) to the Registration Statement, with appropriate insertions, (the
"Subordinated Indenture") to be entered into by the Company and a trustee or
trustees to be named by the Company. The Junior Subordinated Debt Securities are
to be issued under one or more indentures in the form filed as Exhibit 4(w) to
the Registration Statement, with appropriate insertions (the "Junior
Subordinated Indenture") to be entered into by the Company and a trustee or
trustees to be named by the Company. Each series of Preferred Stock is to be
issued under the Restated Certificate of Incorporation, as amended, of the
Company (the "Certificate of Incorporation") and a certificate of designations
(a "Certificate of Designations") to be approved by the Board of Directors of
the Company or a committee thereof and filed with the Secretary of State of the
State of Delaware (the "Delaware Secretary of State") in accordance with Section
151 of the General Corporation Law of the State of Delaware. The Depositary
Shares are to be issued under a deposit agreement in the form filed as Exhibit
4(ff) to the Registration Statement, with appropriate insertions, (the "Deposit
Agreement") to be entered into by the Company, a depositary to be named by the
Company, and the holders from time to time of depositary receipts evidencing
Depositary Shares. The Common Stock is to be issued under the Certificate of
Incorporation. The Warrants are to be issued under warrant agreements in the
forms filed as Exhibits 4(gg) to 4(ii) to the Registration Statement, with
appropriate insertions, (the "Warrant Agreements") to be entered into by the
Company and warrant agents to be named by the Company.

         Certain terms of the Securities to be issued by the Company from time
to time will be approved by the Board of Directors of the Company or a committee
thereof or certain authorized officers of the Company as part of the corporate
action taken and to be taken (the "Corporate Proceedings") in connection with
issuance of the Securities. I have examined or am otherwise familiar with the
Certificate of Incorporation, the By-Laws of the Company, as amended, the
Registration Statement, such of the Corporate Proceedings as have occurred as of
the date hereof, and such other documents, records, and instruments as I have
deemed necessary or appropriate for the purposes of this opinion.

         Based on the foregoing, I am of the opinion that: (i) upon the
execution and delivery by the Company of the Senior Indenture, the Subordinated
Indenture or the Junior Subordinated Indenture, as the case may be, and the
execution and delivery of the Deposit


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August 8, 2001
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Agreement, and the applicable Warrant Agreement following the completion of all
required Corporate Proceedings, and the execution, issuance, and delivery, and
the authentication by a duly appointed trustee, of the Senior Debt Securities,
Subordinated Debt Securities and Junior Subordinated Debt Securities, the
Depositary Shares, and the Warrants, respectively, pursuant to such agreements,
such Senior Indenture, Subordinated Indenture or Junior Subordinated Indenture,
Deposit Agreement, or Warrant Agreement, as the case may be, will become valid
and binding instruments, and any Debt Securities issuable thereunder will be
legal, valid, and binding obligations of the Company, and any Preferred Stock
(assuming completion of the actions referred to in clause (ii) below) or Common
Stock (assuming completion of the actions referred to in clause (iii) below)
issuable thereunder will be duly and validly authorized and issued, fully paid,
and nonassessable; (ii) upon the authorization, execution, acknowledgment,
delivery, and filing with, and recording by, the Delaware Secretary of State of
the applicable Certificate of Designations following the completion of all
required Corporate Proceedings and the execution, issuance, and delivery of the
Preferred Stock pursuant to such Certificate of Designations, the Preferred
Stock will be duly and validly authorized and issued, fully paid, and
nonassessable; and (iii) upon the authorization of issuance of the Common Stock,
following the completion of all required Corporate Proceedings, and the
execution, issuance, and delivery of the Common Stock, the Common Stock will be
duly and validly authorized and issued, fully paid, and nonassessable; except in
each case as enforcement of provisions of such instruments and agreements may be
limited by bankruptcy or other laws of general application affecting the
enforcement of creditors' rights and by general equity principles. The foregoing
opinions assume that (a) the execution of the Senior Indenture, Subordinated
Indenture, Deposit Agreement, the applicable Warrant Agreement, the Certificate
of Designations and the Securities is by an officer or officers of the Company
authorized by the Corporate Proceedings; (b) the consideration designated in the
applicable Corporate Proceedings for any Preferred Stock or Common Stock shall
have been received by the Company in accordance with applicable law; (c) the
Senior Indenture, the Subordinated Indenture, the Junior Subordinated Indenture,
the Deposit Agreement, and any Warrant Agreement shall have been duly
authorized, executed, and delivered by all parties thereto other than the
Company; (d) the Registration Statement shall have become effective under the
Securities Act and will continue to be effective; (e) the applicable Senior
Indenture, Subordinated Indenture or Junior Subordinated Indenture shall have
become duly qualified under the Trust Indenture Act of 1939, as amended; and (f)
that, at the time of the authentication and delivery of the Securities, the
Corporate Proceedings related thereto 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 such Securities, none of the
particular terms of such Securities will violate any applicable law and neither
the issuance and sale thereof nor the compliance by the Company with the terms
thereof will result in a violation of any issuance limit in the Corporate
Proceedings, any agreement or instrument then binding upon the Company or any
order of any court or governmental body having jurisdiction over the Company.


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August 8, 2001
Page 4


         I have also assumed (a) the accuracy and truthfulness of all public
records of the Company and of all certifications, documents and other
proceedings examined by me that have been produced by officials of the Company
acting within the scope of their official capacities, without verifying the
accuracy or truthfulness of such representations, and (b) the genuineness of
such signatures appearing upon such public records, certifications, documents
and proceedings. I express no opinion as to the laws of any jurisdiction other
than the laws of the State of Minnesota, the General Corporation Law of the
State of Delaware, and the federal laws of the United States of America. I
express no opinion as to whether, or the extent to which, the laws of any
particular jurisdiction apply to the subject matter hereof, including, without
limitation, the enforceability of the governing law provision contained in the
Senior Indenture, the Subordinated Indenture, the Deposit Agreement and the
Warrant Agreements (the "Agreements"). Because the governing law provision of
the Agreements relates to the law of a jurisdiction as to which I express no
opinion, the opinions set forth in clause (i) of the preceding paragraph are
given as if the law of the State of Minnesota governs the Agreements.

         I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to being named in the Prospectus included therein
under the caption "Legal Opinions" with respect to the matters stated therein
without implying or admitting that I am an "expert" within the meaning of the
Securities Act, or other rules and regulations of the Securities and Exchange
Commission issued thereunder with respect to any part of the Registration
Statement, including this exhibit.

                                     Very truly yours,

                                     /s/ Laurel A. Holschuh

                                     Laurel A. Holschuh