<DOCUMENT>
<TYPE>EX-8.1
<SEQUENCE>4
<FILENAME>c61972ex8-1.txt
<DESCRIPTION>OPINION OF SQUIRE, SANDERS DEMPSEY L.L.P.
<TEXT>

<PAGE>   1


                                                                     Exhibit 8.1


                [Letterhead of Squire, Sanders & Dempsey L.L.P.]

                                 April 27, 2001



U.S. Bancorp                                       U.S. Capital III
601 Second Avenue, South                           601 Second Avenue, South
Minneapolis, Minnesota  55402                      Minneapolis, Minnesota  55402


         RE:      REGISTRATION STATEMENT ON FORM S-3

Ladies and Gentlemen:

         We have acted as special counsel to U.S. Bancorp, a Delaware
corporation (the "Company"), and USB Capital III, a statutory business trust
created under the laws of Delaware (the "Trust"), in connection with the
Registration Statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission (the "Commission") pursuant to Rule 462(b)
promulgated under the Securities Act of 1933, as amended (the "Act"), which
Registration Statement constitutes a post-effective amendment to an earlier
Registration Statement on Form S-3 (File No. 333-83645) under the Act (the
"Earlier Registration Statement"), for the purpose of registering the 7.75%
Trust Preferred Securities (liquidation amount of $25 per Trust Preferred
Security) (the "Capital Securities") to be issued by the Trust, and with respect
to the Guarantee and the Junior Subordinated Debentures to be issued by the
Company to the Trust in connection with such issuance of the Capital Securities.

         In rendering this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of: (i) the Certificate
of Trust of the Trust dated as of January 22, 1998; (ii) the form of Amended and
Restated Trust Agreement of the Trust (the "Trust Agreement"); (iii) the form of
Capital Securities Certificate of the Trust; (iv) the form of Guarantee
Agreement for the Trust (the "Guarantee"); (v) the form of Junior Subordinated
Debenture; and (vi) the Junior Subordinated Indenture between the Company and
Wilmington Trust Company dated as of November 15, 1996 filed as an exhibit (the
"Indenture"). We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such other documents, certificates, and
records as we have deemed necessary or appropriate for purposes of rendering the
opinions set forth herein.


<PAGE>   2

U.S. Bancorp
U.S. Capital III
April 27, 2001
Page 2


         In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies. In making our examination of
documents executed by parties other than the Company or the Trust, we have
assumed that such parties had the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due authorization
by all requisite action, corporate or other, and execution and delivery by such
parties of such documents and that such documents constitute valid and binding
obligations of such parties. In addition, we have assumed that the Trust
Agreement, the Capital Securities, the Guarantee and the Junior Subordinated
Debentures when executed, will be executed in substantially the form reviewed by
us and that the terms of the Junior Subordinated Debentures, when established in
conformity with the Indenture will not violate any applicable law. As to any
facts material to the opinions expressed herein which were not independently
established or verified, we have relied upon factual statements and factual
representations of officers, trustees, and other representatives of the Company
and the Trust, and others.

         We hereby confirm that, the statements contained under the heading
"UNITED STATES FEDERAL INCOME TAX CONSEQUENCES" in the prospectus supplement
filed with the Commission under Rule 424(b) promulgated under the Act in
connection with the offering and sale of the Capital Securities (the "Prospectus
Supplement") insofar as such statements purport to constitute summaries of
matters of United States federal tax law and regulations or legal conclusions
with respect thereto, as qualified therein, constitute accurate summaries of the
matters described therein in all material respects. Although such statements
constituting matters of law or legal conclusions do not purport to discuss all
possible United States federal income tax consequences of the purchase,
ownership and disposition of Capital Securities, such statements are, in all
material respects, a fair and accurate summary of the United States federal
income tax consequences of the purchase, ownership and disposition of Capital
Securities, based upon current law as they relate to holders described therein.
It is possible that contrary positions with regard to the purchase, ownership
and disposition of the Capital Securities may be taken by the Internal Revenue
Service (the "IRS") and that a court may agree with such contrary positions.

         Additionally, based upon the facts, assumptions and representations set
forth or referred to herein, and the accuracy of such facts, assumptions and
representations as of the date hereof, and assuming full compliance with the
terms of the Trust Agreement and the Indenture, it is our opinion that (i) the
Trust will be classified for United States federal income tax purposes as a
grantor trust and not as an association taxable as a corporation, and (ii) the
Junior Subordinated Debentures will be classified as indebted for United States
federal income tax purposes.

         The opinions expressed in this letter are based on the Internal Revenue
Code of 1986, as amended, the Income Tax Regulations promulgated by the Treasury
Department thereunder and judicial authorities reported as of the date hereof.
We have also considered the position of the


<PAGE>   3

U.S. Bancorp
U.S. Capital III
April 27, 2001
Page 3


IRS reflected in published and private rulings. Although we are not aware of any
pending changes to these authorities that would alter our opinions, there can be
no assurances that future legislation or administrative changes, court decisions
or IRS interpretations will not significantly modify the statement opinions
expressed herein.

         Our opinion is being furnished in connection with the filing of the
Registration Statement and is limited to the federal income tax issues
specifically considered herein. It is not to be used, circulated, quoted or
otherwise referred to for any other purpose without our written consent. We do
not express any opinion as to any other United States federal income tax issues
or any state or local or foreign tax issues. Although the opinions herein are
based upon our best interpretation of existing sources of law and expresses what
we believe a court would properly conclude if presented with these issues, no
assurance can be given that such interpretations would be followed if they were
to become the subject of judicial or administrative proceedings.

         We hereby consent to the use of our name under the caption "UNITED
STATES FEDERAL INCOME TAX CONSEQUENCES" in the Prospectus Supplement and the
filing of this opinion with the Commission as Exhibit 8.1 to the Registration
Statement. In giving this consent, we do not hereby concede that we are within
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission promulgated thereunder. This opinion
is expressed as of the date hereof and applies only to the disclosures set forth
in the Prospectus and Registration Statement. We disclaim any undertaking to
advise you of any subsequent changes of the facts stated or assumed herein or
any subsequent changes in applicable law.

                                               Very truly yours,


                                               SQUIRE, SANDERS & DEMPSEY L.L.P.






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