UNITED STATES SECURITIES AND EXCHANGE

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 28, 2015
WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
001-2979
(Commission File
Number)
No. 41-0449260
(IRS Employer
Identification No.)
420 Montgomery Street, San Francisco, California 94104
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 1-866-249-3302
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 9.01.
Financial Statements and Exhibits
An exhibit is filed herewith in connection with the Registration Statement on
Form S-3 (File No. 333-195697) filed by Wells Fargo & Company with the Securities
and Exchange Commission. On September 28, 2015, Wells Fargo & Company issued
$2,500,000,000 Medium-Term Notes, Series N, Fixed Rate Notes (the “Notes”). The
purpose of this Current Report is to file with the Securities and Exchange Commission
the opinion of Faegre Baker Daniels LLP regarding the Notes.
(d)
Exhibit
5.1
Opinion of Faegre Baker Daniels LLP
23.1
Consent of Faegre Baker Daniels LLP (included as part of Exhibit 5.1)
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2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
WELLS FARGO & COMPANY
DATED: September 28, 2015
By /s/ Barbara S. Brett
Barbara S. Brett
Senior Vice President and Assistant Treasurer
[Form 8-K]
3
Index to Exhibits
Exhibit No.
Description
5.1
Opinion of Faegre Baker Daniels LLP
23.1
Consent of Faegre Baker Daniels LLP (included as part of
Exhibit 5.1)
4
Method of Filing
Electronic
Transmission
Exhibit 5.1
Faegre Baker Daniels LLP
2200 Wells Fargo Center 90 South Seventh Street
Minneapolis Minnesota 55402-3901
Phone +1 612 766 7000
Fax +1 612 766 1600
September 28, 2015
Wells Fargo & Company
420 Montgomery Street
San Francisco, California 94104
Ladies and Gentlemen:
We have acted as counsel for Wells Fargo & Company, a Delaware corporation (the
“Company”), in connection with (i) the preparation of a Registration Statement on Form S-3,
File No. 333-195697 (the “Registration Statement”) of the Company filed with the Securities and
Exchange Commission (the “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 securities
referred to therein; and (ii) Pricing Supplement No. 16 dated September 21, 2015 to the
Prospectus Supplement dated May 30, 2014 and the Prospectus dated May 5, 2014, relating to
the offer and sale by the Company under the Registration Statement of $2,500,000,000 aggregate
principal amount of Medium-Term Notes, Series N, Fixed Rate Notes (the “Notes”). The Notes
are to be issued under the Indenture dated as of July 21, 1999 (the “Indenture”) entered into by
the Company and Citibank, N.A., as trustee, and sold pursuant to the Terms Agreement, dated
September 21, 2015, between the Company and the Agents named therein (the “Terms
Agreement”).
We have examined such documents, records, and instruments as we have deemed
necessary or appropriate for the purposes of this opinion.
Based on the foregoing, we are of the opinion that the Notes have been duly authorized
and, when duly executed by the Company, authenticated in accordance with the provisions of the
Indenture and delivered to and paid for by the Agents pursuant to the Terms Agreement, the
Notes will constitute valid and legally binding obligations of the Company enforceable against
the Company in accordance with their terms subject to applicable bankruptcy, reorganization,
insolvency, moratorium, fraudulent conveyance, receivership or other laws affecting creditors’
rights generally from time to time in effect and subject to general equity principles including,
without limitation, concepts of materiality, reasonableness, good faith, fair dealing and the
possible unavailability of specific performance, injunctive relief or other equitable remedies
Wells Fargo & Company
September 28, 2015
Page 2
(regardless of whether enforceability is considered in a proceeding in equity or at law) and
except further as enforcement thereof may be limited by any governmental authority that limits,
delays or prohibits the making of payments outside of the United States. As contemplated by the
foregoing qualifications, in rendering the foregoing opinion, we are expressing no opinion as to
Federal or state laws relating to fraudulent transfers. Without limiting any other qualifications
set forth herein, the opinions expressed herein are subject to the effect of generally applicable
laws that limit the waiver of rights under usury laws.
We have relied as to certain relevant facts upon certificates of, and/or information provided
by officers and employees of the Company as to the accuracy of such factual matters without
independent verification thereof or other investigation. We have also relied, without investigation,
upon the following assumptions: (i) natural persons acting on behalf of the Company have
sufficient legal capacity to enter into and perform, on behalf of the Company, the transaction in
question; (ii) each party to agreements or instruments relevant hereto other than the Company has
satisfied those legal requirements that are applicable to it to the extent necessary to make such
agreements or instruments enforceable against it; (iii) each party to agreements or instruments
relevant hereto other than the Company has complied with all legal requirements pertaining to its
status as such status relates to its rights to enforce such agreements or instruments against the
Company; and (iv) each document submitted to us for review is accurate and complete, each such
document that is an original is authentic, each such document that is a copy conforms to an
authentic original, and all signatures on each such document are genuine.
The opinions expressed herein are limited to the specific issues addressed and to
documents and laws existing on the date hereof. By rendering our opinion, we do not undertake
to advise you with respect to any other matter or of any change in such documents and laws or in
the interpretation thereof which may occur after the date hereof.
Our opinions set forth herein are limited to the laws of the State of New York, the
General Corporation Law of the State of Delaware and the federal laws of the United States of
America, and we are expressing no opinion as to the effect of any other laws.
We hereby consent to the filing of this opinion as an exhibit to a Current Report on
Form 8-K of the Company filed with the Commission and thereby incorporated by reference into
the Registration Statement. 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,
FAEGRE BAKER DANIELS LLP
By:__/s/ Dawn Holicky Pruitt
Dawn Holicky Pruitt
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