Exhibit 5.1



                       [LETTERHEAD OF STANLEY S. STROUP
                     EXECUTIVE VICE PRESIDENT AND GENERAL
                       COUNSEL OF WELLS FARGO & COMPANY]



August 27, 2001




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

Ladies and Gentlemen:

In connection with the proposed registration under the Securities Act of 1933,
as amended, of a maximum of 10,000,000 shares of common stock, par value $1-2/3
per share, of Wells Fargo & Company, a Delaware corporation (the "Company"), and
associated preferred stock purchase rights (such shares and rights collectively
referred to as the "Shares"), I have examined such corporate records and other
documents, including the registration statement on Form S-4 relating to the
Shares, and have reviewed such matters of law as I have deemed necessary for
this opinion, and I advise you that in my opinion:

     1.  The Company is a corporation duly organized and existing under the laws
         of the state of Delaware.

     2.  All necessary corporate action on the part of the Company has been
         taken to authorize the issuance of the Shares, and when issued as
         described in the registration statement and in accordance with the
         resolutions adopted by the Board of Directors of the Company, the
         Shares will be legally and validly issued, fully paid and
         nonassessable.

I consent to the filing of this opinion as an exhibit to the registration
statement.

Sincerely,

/s/ Stanley S. Stroup