The Opinion of Wachtell, Lipton, Rosen & Katz as to the validity of the shares of common stock, par value $0.01 per share, of Capital One Financial Corporation offered pursuant to the Prospectus Supplement dated May 8, 2009 by the selling stockholders listed therein is filed herewith and is incorporated by reference into the Registration Statement on Form S-3 (File No. 333-159085).

(d) Exhibits.

Exhibit No.    Description of Exhibit
 5.1           Opinion of Wachtell, Lipton, Rosen & Katz

23.1           Consent of Wachtell, Lipton, Rosen & Katz (included as part of Exhibit 5.1)