Exhibit 5.5
Opinion of Ashurst LLP
[LETTERHEAD OF ASHURST LLP]
Date: December 6, 2024
UBS AG
Bahnhofstrasse 45
CH-8098 Zurich
Switzerland
Ladies and Gentlemen:
UBS AG (the “Company”) has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form F-3 (the “Registration Statement”), to which this Opinion is being filed as an Exhibit, for the purpose of registering under the Securities Act of 1933, as amended, among other securities, the Company’s Medium-Term Notes, Series B (the “Notes”) to be issued from time to time pursuant to the Indenture, dated as of June 12, 2015, as amended and supplemented from time to time (as supplemented through the date hereof, the “Indenture”), between the Company and U.S. Bank Trust National Association (the “Trustee”) and warrants (the “Warrants”, and together with the Notes, the “Securities”) to be issued from time to time pursuant to the Warrant Indenture, dated as of June 12, 2015, as amended and supplemented from time to time (as supplemented through the date hereof, the “Warrant Indenture”), between the Company and U.S. Bank Trust National Association (in such capacity, the “Warrant Trustee”).
In rendering the opinions set forth below, we have examined and relied upon the originals, copies or specimens, certified or otherwise identified to our satisfaction, of such documents, certificates, corporate and public records, agreements and instruments and other documents as we have deemed appropriate as a basis for the opinions expressed below.
We have assumed that (a) duly authorized officers of the Company will establish or determine the terms of the Securities and duly authorize the issuance and sale of the Securities and such authorization will not be modified or rescinded, (b) the effectiveness of the Registration Statement will not be terminated or rescinded, (c) all natural persons will have legal capacity and all documents, agreements and instruments will be duly authorized, executed and delivered (and authenticated, where applicable) by all parties thereto and that each such person’s signature is genuine, (d) all such parties will be validly existing and in good standing under the laws of their respective jurisdictions of organization, (e) all such parties will have the power and legal right to execute and deliver all such documents, agreements and instruments, and (f) (except to the extent expressly opined on herein) that such documents, agreements and instruments will be legal, valid and binding obligations of such parties, enforceable against such parties in accordance with their respective terms. We have also assumed that none of the terms of the Securities to be established or determined subsequent to the date hereof, nor the issuance or delivery of the Securities will violate any applicable law or public policy (without limitation, applicable usury laws) or will result in the violation of any provision of any instrument then binding on the Company, or any restriction imposed by any court or governmental body having jurisdiction over the Company.
We express no opinion concerning the laws of any jurisdiction other than the laws of the State of New York.
Based upon and subject to the foregoing and the other assumptions and qualifications set forth herein, we are of the opinion that when the specific terms of an issuance of Securities have been duly established or determined in accordance with the Indenture or the Warrant Indenture, as applicable, and the Securities have been duly executed, authenticated and delivered by the Trustee or Warrant Trustee, as applicable, in the manner contemplated in the Indenture or the Warrant Indenture, as applicable, and the applicable underwriting or other distribution agreement against payment therefor, the Securities will be binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable
