<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>c61972ex5-1.txt
<DESCRIPTION>OPINION OF RICHARDS, LAYTON & FINGER, P.A.
<TEXT>

<PAGE>   1






                                                                     Exhibit 5.1


                 [Letterhead of Richards, Layton & Finger, P.A.]


                                 April 27, 2001


USB Capital III
c/o U.S. Bancorp
601 Second Avenue South
Minneapolis, Minnesota 55402-4302


                  Re:      USB Capital III

Ladies and Gentlemen:

                  We have acted as special Delaware counsel for USB Capital III,
a Delaware business trust (the "Trust"), in connection with the matters set
forth herein. At your request, this opinion is being furnished to you.

                  For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

                  (a) The Certificate of Trust of the Trust (the "Certificate"),
as filed in the office of the Secretary of State of the State of Delaware (the
"Secretary of State") on January 28, 1998;

                  (b) The Trust Agreement of the Trust, dated as of January 22,
1998 (the "Trust Agreement"), among U.S. Bancorp, a Delaware corporation (the
"Company"), and the trustees of the Trust named therein;

                  (c) The Registration Statement on Form S-3 to be filed with
the Securities and Exchange Commission pursuant to Rule 462(b) which
incorporates by reference the Registration Statement on Form S-3 of the Company
(Registration No. 333-83463) and the Prospectus included therein (the
"Prospectus"), relating to the __% capital securities of the Trust representing
undivided beneficial interests in the assets of the Trust (each, a "Capital
Security" and collectively, the "Capital Securities");


<PAGE>   2

USB Capital III
April 27, 2001
Page 2


                  (d) A form of Amended and Restated Trust Agreement of the
Trust (including Exhibits A and B thereto) (the "Amended Trust Agreement"),
among the Company, the trustees of the Trust named therein, and the holders,
from time to time, of undivided beneficial interests in the assets of the Trust;
and

                  (e) A Certificate of Good Standing for the Trust, dated April
26, 2001, obtained from the Secretary of State.

                  Initially capitalized terms used herein and not otherwise
defined are used as defined in the Trust Agreement.

                  For purposes of this opinion, we have not reviewed any
documents other than the documents listed in paragraphs (a) through (e) above.
In particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (e) above) that is referred to in or
incorporated by reference into the documents reviewed by us. We have assumed
that there exists no provision in any document that we have not reviewed that is
inconsistent with the opinions stated herein. We have conducted no independent
factual investigation of our own but rather have relied solely upon the
foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.

                  With respect to all documents examined by us, we have assumed
(i) the authenticity of all documents submitted to us as authentic originals,
(ii) the conformity with the originals of all documents submitted to us as
copies or forms, and (iii) the genuineness of all signatures.

                  For purposes of this opinion, we have assumed (i) that the
Trust Agreement and the Certificate are in full force and effect and have not
been amended, (ii) except to the extent provided in paragraph 1 below, the due
creation or due organization or due formation, as the case may be, and valid
existence in good standing of each party to the documents examined by us under
the laws of the jurisdiction governing its creation, organization or formation,
(iii) the legal capacity of natural persons who are parties to the documents
examined by us, (iv) that each of the parties to the documents examined by us
has the power and authority to execute and deliver, and to perform its
obligations under, such documents, (v) the due authorization, execution and
delivery by all parties thereto of all documents examined by us, (vi) the
receipt by each Person to whom a Capital Security is to be issued by the Trust
(collectively, the "Capital Security Holders") of a Capital Trust Security
Certificate for such Capital Security and the payment for the Capital Security
acquired by it, in accordance with the Amended Trust Agreement and the
Prospectus, and (vii) that the Capital Securities will be issued and sold to the
Capital Security Holders in accordance with the Amended Trust Agreement and the
Prospectus. We have not participated in the preparation of the Prospectus and
assume no responsibility for its contents.

                  This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on


<PAGE>   3

USB Capital III
April 27, 2001
Page 3


the laws of any other jurisdiction, including federal laws and rules and
regulations relating thereto. Our opinions are rendered only with respect to
Delaware laws and rules, regulations and orders thereunder that are currently in
effect.

                  Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:

                  1. The Trust has been duly created and is validly existing in
good standing as a business trust under the Business Trust Act.

                  2. The Capital Securities to be issued to the Capital Security
Holders have been duly authorized and will be validly issued and, subject to the
qualifications set forth in paragraph 3 below, will be fully paid and
nonassessable undivided beneficial interests in the assets of the Trust.

                  3. The Capital Security Holders, as beneficial owners of the
Trust, will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Capital Security
Holders may be obligated to make payments as set forth in the Trust Agreement.

                           We consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the Registration Statement.
In giving the foregoing consent, we do not thereby admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.

                                                Very truly yours,


                                                RICHARDS, LAYTON & FINGER, P.A.




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