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Exhibit 5.1
[Letterhead of Sullivan & Cromwell]
September 4, 2001
UBS AG,
Bahnhofstrasse 45,
CH-8098 Zurich,
Switzerland.
Ladies and Gentlemen:
In connection with the registration under the Securities Act
of 1933 (the "Act") of $1,390,000,000 aggregate amount of debt securities and
warrants (collectively, the "Securities") of UBS AG, a corporation organized
under the laws of Switzerland (the "Company"), we, as your counsel, have
examined such corporate records, certificates and other documents, and such
questions of law, as we have considered necessary or appropriate for the
purposes of this opinion.
Upon the basis of such examination, we advise you that, in our
opinion:
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(1) The indenture relating to the debt securities, dated as
of November 21, 2000, has been duly executed and delivered by the Company. When
the Registration Statement relating to the Securities (the "Registration
Statement") has become effective under the Act, the terms of the debt securities
and of their issuance and sale have been duly established in conformity with
such indenture so as not to violate any applicable law or result in a default
under or breach of any agreement or instrument binding upon the Company and so
as to comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company, and the debt securities
have been duly executed and authenticated in accordance with such indenture and
issued and sold as contemplated in the Registration Statement, the debt
securities will constitute valid and legally binding obligations of the Company,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles.
(2) With respect to the warrants to be issued under the
warrant indenture referred to in the prospectus forming a part of the
Registration Statement, when the Registration Statement has become effective
under the Act, such indenture, substantially in the form filed as an exhibit to
the Registration Statement, has been duly authorized, executed and delivered,
the terms of such warrants and of their issuance and sale have been duly
established in conformity with such indenture so as not to violate any
applicable law or result in a default under or breach of any agreement or
instrument
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binding upon the Company and so as to comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over the Company,
and such warrants have been duly executed and authenticated in accordance with
such indenture and issued and sold as contemplated in the Registration
Statement, such warrants will constitute valid and legally binding obligations
of the Company, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles.
(3) With respect to the warrants to be issued under a warrant
agreement as described in the prospectus forming a part of the Registration
Statement, when the Registration Statement has become effective under the Act,
the warrant agreement under which such warrants are to be issued has been duly
authorized, executed and delivered in such form as will not violate any
applicable law or result in a default under or breach of any agreement or
instrument binding upon the Company, and such as will comply with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company, the terms of such warrants and of their issuance
and sale have been duly established in conformity with such warrant agreement so
as not to violate any applicable law or result in a default under or breach of
any agreement or instrument binding upon the Company, and so as to comply with
any requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company, and such warrants have been duly executed and
authenticated in
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accordance with such warrant agreement and issued and sold as contemplated in
the Registration Statement, such warrants will constitute valid and legally
binding obligations of the Company, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general equity
principles. The warrants covered by the opinion in this paragraph include any
warrants issued that may be issued upon exercise or otherwise pursuant to the
terms of any other Securities, but they do not include warrants to be issued
under the indenture relating to certain of the warrants.
We note that, as of the date of this opinion, a judgment for
money in an action based on a Security denominated in a foreign currency or
currency unit in a Federal or state court in the United States ordinarily would
be enforced in the United States only in United States dollars. The date used to
determine the rate of conversion of the foreign currency or currency unit in
which a particular Security is denominated into United States dollars will
depend upon various factors, including which court renders the judgment. Under
Section 27 of the New York Judiciary Law, a state court in the State of New York
rendering a judgment on such a Security would be required to render such
judgment in the foreign currency or currency unit in which the Security is
denominated, and such judgment would be converted into United States dollars at
the exchange rate prevailing on the date of entry of the judgment.
The foregoing opinion is limited to the Federal laws of the
United States and the laws of the State of New York, and we are expressing no
opinion as to the effect
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of the laws of any other jurisdiction. In rendering the foregoing opinion, we
have assumed that the Company has been duly incorporated and is an existing
corporation in good standing under the laws of Switzerland, that each indenture
was or will be duly authorized, executed and delivered by the Company insofar as
the laws of Switzerland are concerned and that all corporate action by the
Company related to the Securities was or will be duly authorized as a matter of
Swiss law. Also, we have assumed that the indenture relating to the debt
securities has been duly authorized, executed and delivered by the Trustee
thereunder, an assumption which we have not independently verified.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to us under the heading
"Validity of the Securities" in the Prospectus. In giving such consent, we do
not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act.
Very truly yours,
/s/ Sullivan & Cromwell