Exhibit Form of Number Description* Filing ------ ------------ ------------ 4.2 Certificate of Adjustment, dated June 28, 1993, to Rights Agreement (incorporated by reference to Exhibit 4 to Norwest's Form 8-A/A dated June 29, 1993).
1
Exhibit Form of
Number Description* Filing
------ ------------ ------------
4.2 Certificate of Adjustment, dated June 28, 1993, to Rights
Agreement (incorporated by reference to Exhibit 4 to Norwest's
Form 8-A/A dated June 29, 1993).
5 Opinion of Xxxxxxx X. Xxxxxx, counsel to Norwest. Electronic
Transmission
8 Form of Opinion of Xxxxxx & Xxxxxx L.L.P. Electronic
Transmission
23.1 Consent of Xxxxxxx X. Xxxxxx (included as part of Exhibit 5 filed herewith).
23.2 Consent of Xxxxxx & Xxxxxx L.L.P. Electronic
Transmission
23.3 Consent of KPMG Peat Marwick LLP. Electronic
Transmission
23.4 Consent of Xxxxxxx, Strateman & Co., L.L.P. Electronic
Transmission
23.5 Consent of Deloitte & Touche LLP Electronic
Transmission
24 Powers of Attorney. Electronic
Transmission
99 Form of proxy for Special Meeting of Shareholders of Electronic
Union Texas Bancorporation, Inc. Transmission
----------------
* Parenthetical references to exhibits in the description of Exhibits 3.1,
3.1.1, 3.1.2, 3.1.3, 3.1.4, 3.2, 4.1 and 4.2 are incorporated by reference
from such exhibits to the indicated reports of Norwest filed with the SEC
under File No. 1-2979.
2
EXHIBIT 5
[LETTERHEAD OF XXXXXXX X. XXXXXX]
February 16, 1996
Board of Directors
Norwest Corporation
Norwest Center
Sixth and Marquette
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Ladies and Gentlemen:
In connection with the proposed registration under the Securities Act
of 1933, as amended, of up to 520,000 shares of the common stock (the
"Shares"), par value $1-2/3 per share, of Norwest Corporation (the
"Corporation"), a Delaware corporation, which are proposed to be issued by the
Corporation in connection with the merger (the "Merger") of a wholly owned
subsidiary of the Corporation with Union Texas Bancorporation, Inc., a Texas
corporation, 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 Corporation 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 Corporation has
been taken to authorize the issuance of the Shares in connection with the
Merger, and, when issued as described in the Registration Statement, 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.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxx
