Wells Fargo Company/Wells Fargo Finance LLC Form S-3
Exhibit 5(c)
 |
Davis Polk & Wardwell llp 450
Lexington Avenue davispolk.com |
| January 22, 2026 |
Wells Fargo & Company
333 Market Street
San Francisco, California 94105
Wells Fargo Finance LLC
30 Hudson Yards, Floor 14
New York, New York 10001
Ladies and Gentlemen:
Wells Fargo & Company, a Delaware corporation (the “Company”), and Wells Fargo Finance LLC, a Delaware limited liability company (“WFF”), are filing with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-3 (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), among other securities: (i)(a) the Company’s Medium-Term Notes, Series AA (the “Company Notes”), to be issued from time to time pursuant to the Indenture dated as of January 22, 2026 between the Company, as issuer, and Computershare Trust Company, N.A., as trustee (the “Company Indenture”); and (b) guarantees of the WFF Notes (as defined below) by the Company (the “Guarantees”); and (ii) WFF’s Medium-Term Notes, Series B (the “WFF Notes” and together with the Company Notes, the “Notes”), which will be fully and unconditionally guaranteed by the Company, to be issued from time to time pursuant to the Indenture dated as of January 22, 2026 among WFF, as issuer, the Company, as guarantor, and Computershare Trust Company, N.A., as trustee (the “WFF Indenture” and together with the Company Indenture, the “Indentures”). The Notes and the Guarantees are sometimes hereinafter referred to collectively as the “Program Securities.”
The Indentures were filed or incorporated by reference as exhibits to the Registration Statement.
We, as your special counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinions expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all documents filed as exhibits to the Registration Statement that have not been executed will conform to the forms thereof, (iv) all signatures on all documents that we reviewed are genuine, (v) all natural persons executing documents had and have the legal capacity to do so, (vi) all statements in certificates of public officials and officers of the Company or WFF that we reviewed were and are accurate and (vii) all representations made by the Company or WFF as to matters of fact in the documents that we reviewed were and are accurate.
Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion:
| 1. | When the specific terms of a particular series of Company Notes have been duly authorized and established in accordance with the Company Indenture; and (x) in the case of Company Notes represented by a master global note that has been duly authorized, executed and authenticated in accordance with the Company Indenture, when (i) such Company Notes have been duly issued in accordance with the Company Indenture, (ii) the trustee and/or a duly appointed agent has made, in accordance with the instructions of the Company, the appropriate entries or notations in its records relating to such master global note that represents such Company Notes identifying such Company Notes as supplemental obligations thereunder and (iii) such Company Notes have been delivered in accordance with the applicable underwriting or other distribution agreement against payment therefor; or (y) in the case of Company Notes represented by a global note (other than a master global note), when such Company Notes have been duly authorized, executed, authenticated, issued and delivered in accordance with the Company Indenture and the applicable underwriting or other distribution agreement against payment therefor, then, in each case, such Company Notes will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that we express no opinion as to (i) the enforceability of any waiver of rights under any usury or stay law, (ii) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above or (iii) the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of the stated principal amount upon acceleration of such Company Notes to the extent determined to constitute unearned interest. |
| 2. | When the specific terms of a particular series of WFF Notes and the related Guarantees have been duly authorized and established in accordance with the WFF Indenture; and (x) in the case of WFF Notes represented by a master global note that has been duly authorized, executed and authenticated in accordance with the WFF Indenture, when (i) such WFF Notes and the related Guarantees have been duly issued in accordance with the WFF Indenture, (ii) the trustee and/or a duly appointed agent has made, in accordance with the instructions of WFF, the appropriate entries or notations in its records relating to such master global note that represents such WFF Notes identifying such WFF Notes as supplemental obligations thereunder and (iii) such WFF Notes and the related Guarantees have been delivered in accordance with the applicable underwriting or other distribution agreement against payment therefor; or (y) in the case of WFF Notes represented by a global note (other than a master global note), when such WFF Notes and the related Guarantees have been duly authorized, executed, authenticated, issued and delivered in accordance with the WFF Indenture and the applicable underwriting or other distribution agreement against payment therefor, then, in each case, such WFF Notes will constitute valid and binding obligations of WFF and the related Guarantees will constitute valid and binding obligations of the Company, in each case, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that we express no opinion as to (i) the enforceability of any waiver of rights under any usury or stay law, (ii)(y) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above or (x) any provision of the WFF Indenture that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law by limiting the amount of the Company’s obligation under the related Guarantees or (iii) the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of the stated principal amount upon acceleration of such WFF Notes to the extent determined to constitute unearned interest. |
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In connection with the opinions expressed above, we have assumed that, at or prior to the time of the delivery of any such Program Security, (i)(a) with respect to any Company Note, pursuant to the authority granted by the Board of Directors of the Company or (b) with respect to any WFF Note, pursuant to the authority granted by the Board of Directors of WFF, a duly authorized officer of the Company or WFF, as applicable, shall have duly established the terms of such Program Security and duly authorized the issuance and sale of such Program Security and such authorization shall not have been modified or rescinded; (ii) the Company shall remain validly existing as a corporation in good standing under the laws of the State of Delaware and WFF shall remain validly existing as a limited liability company in good standing under the laws of the State of Delaware; (iii) the Registration Statement shall have been declared effective and such effectiveness shall not have been terminated or rescinded; (iv) the Indentures, any master global note and the Program Securities (collectively, the “Documents”) have been duly authorized, executed, authenticated (if applicable) and delivered by, and are each valid, binding and enforceable agreements of, each party thereto (other than as expressly covered above in respect of the Company and WFF, as applicable); (v) any master global note and/or the Program Securities will be executed in substantially the form reviewed by us; (vi) there shall not have occurred any change in law affecting the validity or enforceability of such Program Security; and (vii) to the extent WFF has issued securities in an aggregate amount that exceeds $10 billion outstanding at the time of any issuance of the WFF Notes, the Board of Directors of the Company will have taken all necessary action to authorize the guarantee of securities issued by WFF in an aggregate amount sufficiently in excess of $10 billion outstanding and that such actions will not have been rescinded and will be in full force and effect. We have also assumed that the terms of any Program Security whose terms are established subsequent to the date hereof and the issuance, execution, delivery and performance by the Company of any Company Note or the issuance, execution, delivery and performance by WFF or the Company of any WFF Note or any related Guarantee, as applicable, (a) require no action by or in respect of, or filing with, any governmental body, agency or official and (b) do not contravene, or constitute a default under, any provision of applicable law or public policy or regulation or any judgment, injunction, order or decree or any agreement or other instrument binding upon the Company or WFF. We have also assumed that none of the terms of any Program Security to be established subsequent to the date hereof, nor the issuance and delivery of such Program Security, nor the compliance by the Company or WFF, as applicable, with the terms of such Program Security will violate any applicable law or public policy or will result in a violation of any provision of any instrument or agreement then binding upon the Company or WFF, as applicable, or any restriction imposed by any court or other governmental body, agency or official having jurisdiction over the Company or WFF, as applicable.
In connection with our opinions above, we note that, as of the date of this opinion, a judgment for money in an action based on Program Securities payable in foreign currencies 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 of the foreign currency in which a particular Program Security is payable into United States dollars will depend upon various factors, including which court renders the judgment. However, if a judgment for money in an action based on the Program Securities were entered by a New York court, such court would enter the judgment in the foreign currency.
We are members of the Bar of the State of New York, and the foregoing opinion is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act, except that we express no opinion as to (i) any law, rule or regulation that is applicable to the Company or WFF, the Documents or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Documents or any of its affiliates due to the specific assets or business of such party or such affiliate or (ii) any law, rule or regulation relating to national security.
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We hereby consent to the filing of this opinion as an exhibit to the Registration Statement referred to above and further consent to the reference to our name under the caption “Legal Opinions” in the prospectus, which is a part of the Registration Statement. In addition:
| a) | if a pricing supplement relating to the offer and sale of any particular Company Note or Notes is prepared and filed by the Company with the Commission on this date or a future date and the pricing supplement contains a reference to us and our opinion substantially in the form set forth below, this consent shall apply to the reference to us and our opinion in substantially such form: |
“In the opinion of Davis Polk & Wardwell LLP, as special counsel to the Company, [when the notes offered by this pricing supplement have been executed and issued by the Company and authenticated by the trustee pursuant to the indenture, and delivered against payment as contemplated herein] [when the notes offered by this pricing supplement have been issued by the Company pursuant to the indenture, the trustee has made, in accordance with the instructions of the Company, the appropriate entries or notations in its records relating to the master global note that represents such notes (the “master note”) identifying such notes as supplemental obligations thereunder, and such notes have been delivered against payment as contemplated herein], such notes will be valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to (i) the enforceability of any waiver of rights under any usury or stay law[,] [or] (ii) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above [or (iii) the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of the stated principal amount upon acceleration of the notes to the extent determined to constitute unearned interest]. This opinion is given as of the date hereof and is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and the authentication of the [notes][master note] and the validity, binding nature and enforceability of the indenture with respect to the trustee, all as stated in the letter of such counsel dated January 22, 2026, which was filed as an exhibit to the Registration Statement on Form S-3 by the Company on January 22, 2026. [This opinion is also subject to the discussion, as stated in such letter, of the enforcement of notes denominated in a foreign currency.]”; and
| b) | if a pricing supplement relating to the offer and sale of any particular WFF Note or Notes is prepared and filed by WFF and the Company with the Commission on this date or a future date and the pricing supplement contains a reference to us and our opinion substantially in the form set forth below, this consent shall apply to the reference to us and our opinion in substantially such form: |
“In the opinion of Davis Polk & Wardwell LLP, as special counsel to WFF and the Company, [when the notes offered by this pricing supplement have been executed and issued by WFF and authenticated by the trustee pursuant to the indenture, and delivered against payment as contemplated herein] [when the notes offered by this pricing supplement have been issued by WFF pursuant to the indenture, the trustee has made, in accordance with the instructions of WFF, the appropriate entries or notations in its records relating to the master global note that represents such notes (the “master note”) identifying such notes as supplemental obligations thereunder, and
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such notes have been delivered against payment as contemplated herein], such notes will be valid and binding obligations of WFF and the related guarantee will constitute a valid and binding obligation of the Company, in each case, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to (i) the enforceability of any waiver of rights under any usury or stay law[,] [or] (ii)(x) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above or (y) any provision of the indenture that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law by limiting the amount of the Company’s obligation under the related guarantee [or (iii) the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of the stated principal amount upon acceleration of the notes to the extent determined to constitute unearned interest]. This opinion is given as of the date hereof and is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and the authentication of the [notes][master note] and the validity, binding nature and enforceability of the indenture with respect to the trustee, all as stated in the letter of such counsel dated January 22, 2026, which was filed as an exhibit to the Registration Statement on Form S-3 by the Company on January 22, 2026. [This opinion is also subject to the discussion, as stated in such letter, of the enforcement of notes denominated in a foreign currency.]”
In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
| Very truly yours, | |
| /s/ Davis Polk & Wardwell LLP |
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