Exhibit 5.1
December 19, 2002
UBS AG,
Bahnhofstrasse 45,
CH-8098 Zurich,
Switzerland.
Ladies and Gentlemen:
In connection with the registration under the Securities Act
of 1933 (the "Act") on Form F-3 of up to $4,529,508,000 aggregate amount of debt
securities, warrants and subordinated guarantees of the __% non-cumulative
company preferred securities to be issued by UBS Preferred Funding Company IV
and UBS Preferred Funding Company V, the terms of which are to be established by
the UBS AG Guarantee Agreements (the "Subordinated Guarantee Agreements")
(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:
(1) When the Registration Statement (which Registration
Statement constitutes pre-effective amendment No. 2 to registration statement
No. 333-64844 and
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post-effective amendment No. 4 (as amended) to registration statement No.
333-46930) 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 the indenture relating to
the debt securities 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 applicable base 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 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 binding upon
the Company and so as to comply with any requirement or restriction
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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 applicable base 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 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 accordance with such warrant agreement and issued and sold
as contemplated in the
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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.
(4) With respect to the Subordinated Guarantee Agreements, when
the Registration Statement has become effective under the Act and the
Subordinated Guarantee Agreements have been duly executed and delivered in such
form 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, such Subordinated Guarantee
Agreements 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.
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
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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 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, warrant agreement and Subordinated Guarantee Agreement 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 both prospectuses contained in the Registration
Statement. In giving such
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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