Item 8.01 Other Events

A copy of the legal opinion relating to the registration of shares of common stock of The Charles Schwab Corporation issuable upon the exercise of stock options held by a former employee of TD Ameritrade Holding Corporation is attached as Exhibit 5.1 to this report.




Item 9.01   Financial Statements and Exhibits


(d)                              Exhibits

Exhibit No.                      Description
5.1                                Opinion of Davis Polk & Wardwell LLP.
23.1                             Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1).
104                              Cover Page Interactive Data File - the cover page interactive data
                                 file does not appear in the Interactive Data File because its XBRL
                                 tags are embedded within the Inline XBRL document.

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