Exhibit 8.1

March 1, 2013

Wells Fargo & Company,

    420 Montgomery Street,

        San Francisco, California 94104.

Ladies and Gentlemen:

We have acted as special tax counsel to Wells Fargo & Company, a Delaware corporation (the “Company”), in connection with the issuance of (i) $15,120,000 aggregate face amount of Medium-Term Notes, Series K, Securities Linked to the S&P 500^® Index as described in the Company’s Pricing Supplement No. 295 dated February 22, 2013 (“Pricing Supplement 295”) to the Prospectus Supplement dated April 13, 2012 (the “Prospectus Supplement”) and the Prospectus dated April 13, 2012 (the “Prospectus”) contained in the Registration Statement on Form S-3, File No. 333-180728 (the “Registration Statement”) and (ii) $529,000 aggregate face amount of Medium-Term Notes, Series K, Securities Linked to the iShares^® MSCI Emerging Markets Index Fund as described in the Company’s Pricing Supplement No. 296 dated February 22, 2013 (“Pricing Supplement 296”) to the Prospectus Supplement and the Prospectus. We hereby confirm our opinion as set forth under the headings “Material Tax Consequences” and “United States Federal Income Tax Considerations” in Pricing Supplement 295 and Pricing Supplement 296.

We hereby consent to the reference to us under the headings “Material Tax Consequences” and “United States Federal Income Tax Considerations” in Pricing Supplement 295 and Pricing Supplement 296, and to the filing of this opinion as an exhibit to a Current Report on Form 8-K of the Company filed with the Securities and Exchange Commission and thereby incorporated by reference into the Company’s Registration Statement. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

Very truly yours,

/s/ Sullivan & Cromwell LLP