Exhibit 5.2
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
FUKOKU SEIMEI BUILDING, 2-2 UCHISAIWAICHO 2-CHOME,
CHIYODA-KU, TOKYO 100-0011, JAPAN
TELEPHONE (813)3597-8101
FACSIMILE (813)3597-8120
August 7, 2020
Mitsubishi UFJ Financial Group, Inc.
7-1, Marunouchi 2-chome
Chiyoda-ku, Tokyo 100-8330
Japan
Registration Statement on Form F-3ASR
Ladies and Gentlemen:
We have acted as U.S. counsel to Mitsubishi UFJ Financial Group, Inc., a joint stock company organized under the laws of Japan (the “Company”), in connection with the Registration Statement on Form F-3ASR (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended (the “Act”), on the date hereof. You have asked us to furnish our opinion as to the legality of the Company’s senior debt securities (the “Senior Debt Securities”) being registered under the Registration Statement.
The Senior Debt Securities are being registered initially in an indeterminate aggregate offering price and will be offered in one or more series on a continuous or delayed basis pursuant to Rule 415 under the Act. The Senior Debt Securities are to be issued under a senior indenture, dated March 1, 2016 (the “Senior Indenture”), by and between the Company, as issuer, and The Bank of New York Mellon, as trustee (the “Trustee”), and pursuant to resolutions adopted by the Company’s Board of Directors.
In connection with the furnishing of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents:
| 1. | | the Registration Statement, |
| 2. | | the Senior Indenture, and |
| 3. | | the form of the Fixed Rate Senior Debt Security. |
In addition, we have examined such certificates, agreements and documents as we deemed relevant and necessary as a basis for the opinion expressed below. We have also relied as to matters of fact upon oral and written statements of officers and representatives of the Company, the representations and warranties of the Company made in the form of the Underwriting Agreement filed as an exhibit to the Registration Statement, and certificates of officers of the Company.
In our examination of the documents referred to above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of the originals of such latter documents, and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete. We have also assumed, without independent investigation, that (i) the Company is validly existing under the laws of Japan, (ii) the Company has all necessary corporate power to