EXHIBIT 5.2
[Letterhead of Richards, Layton & Finger, P.A.]
December 19, 2002
UBS Preferred Funding Company LLC IV UBS Preferred Funding Company LLC V
c/o UBS AG c/o UBS AG
299 Park Avenue 299 Park Avenue
New York, New York 10171 New York, New York 10171
UBS Preferred Funding Trust IV UBS Preferred Funding Trust V
c/o UBS AG c/o UBS AG
299 Park Avenue 299 Park Avenue
New York, New York 10171 New York, New York 10171
Re: UBS Preferred Funding Company LLC IV;
UBS Preferred Funding Trust IV;
UBS Preferred Funding Company LLC V; and
UBS Preferred Funding Trust V
Ladies and Gentlemen:
We have acted as special Delaware counsel for UBS Preferred
Funding Company LLC IV, a Delaware limited liability company ("Company IV"), UBS
Preferred Funding Trust IV, a Delaware statutory trust ("Trust IV"), UBS
Preferred Funding Company LLC V, a Delaware limited liability company ("Company
V"), and UBS Preferred Funding Trust V, a Delaware statutory trust ("Trust V"),
in connection with the matters set forth herein. At your request, this opinion
is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
UBS Preferred Funding Company LLC IV
UBS Preferred Funding Trust IV
UBS Preferred Funding Company LLC V
UBS Preferred Funding Trust V
December 19, 2002
Page 2
(a) The Certificate of Formation of Company IV, dated
as of December 12, 2002 (the "Company IV LLC Certificate"), as filed in the
office of the Secretary of State of the State of Delaware (the "Secretary of
State") on December 12, 2002;
(b) The Limited Liability Company Agreement of Company
IV, dated as December 12, 2002, entered into by UBS AG, a bank organized under
the laws of Switzerland ("UBS");
(c) A form of Amended and Restated Limited Liability
Company Agreement of Company IV (the "Company IV LLC Agreement"), to be entered
into by UBS and Trust IV, as members, to be attached as an exhibit to the
Registration Statement(as defined below);
(d) The Certificate of Trust of Trust IV (the "Trust
IV Certificate"), as filed in the office of the Secretary of State on December
12, 2002;
(e) The Trust Agreement of Trust IV, dated as of
December 12, 2002, between Company IV, as grantor, and Wilmington Trust Company
(the "Trustee"), as trustee of Trust IV;
(f) A form of the Amended and Restated Trust Agreement
of Trust IV (the "Trust IV Agreement"), to be entered into among Company IV,
as guarantor, the Trustee, as trustee of Trust IV, and UBS, solely for the
purposes stated therein, to be attached as an exhibit to the Registration
Statements;
(g) The Certificate of Formation of Company V, dated
as of December 12, 2002 (the "Company V LLC Certificate"), as filed in the
office of the Secretary of State on December 12, 2002;
(h) The Limited Liability Company Agreement of Company V,
dated as December 12, 2002, entered into by UBS;
(i) A form of Amended and Restated Limited Liability
Company Agreement of Company V (the "Company V LLC Agreement"), to be entered
into by UBS and Trust V, as members, to be attached as an exhibit to the
Registration Statements;
(j) The Certificate of Trust of Trust V (the "Trust V
Certificate"), as filed in the office of the Secretary of State on December 12,
2002;
UBS Preferred Funding Company LLC IV
UBS Preferred Funding Trust IV
UBS Preferred Funding Company LLC V
UBS Preferred Funding Trust V
December 19, 2002
Page 3
(k) The Trust Agreement of Trust V, dated as of December
12, 2002, between Company V, as grantor, and the Trustee, as trustee of Trust
V;
(l) A form of the Amended and Restated Trust Agreement of
Trust V (the "Trust V Agreement"), to be entered into among Company V, as
guarantor, the Trustee, as trustee of Trust V, and UBS, solely for the
purposes stated therein, to be attached as an exhibit to the Registration
Statements;
(m) The Registration Statement on Form F-3 as filed
with the Securities and Exchange Commission pursuant to Rule 415 under the
Securities Act of 1933 (the "Registration Statement") (such Registration
Statement constituting pre-effective amendment No. 2 to registration statement
No. 333-64844 and post-effective amendment No. 4 (as amended) to registration
statement No. 333-46930), including a related prospectus ("Prospectus"),
relating to the ___% Noncumulative Company Preferred Securities of Company IV
(each, a "Company IV Preferred Security" and collectively, the "Company IV
Preferred Securities") and to the corresponding ___% Noncumulative Trust
Preferred Securities of Trust IV (each, a "Trust IV Preferred Security" and
collectively, the "Trust IV Preferred Securities"); and to the ___%
Noncumulative Company Preferred Securities of Company V (each, a "Company V
Preferred Security" and collectively, the "Company V Preferred Securities") and
to the corresponding ___% Noncumulative Trust Preferred Securities of Trust V
(each, a "Trust V Preferred Security" and collectively, the "Trust V Preferred
Securities");
(n) A Certificate of Good Standing for Company IV,
dated December 18, 2002, obtained from the Secretary of State;
(o) A Certificate of Good Standing for Trust IV,
dated December 18, 2002, obtained from the Secretary of State;
(p) A Certificate of Good Standing for Company V,
dated December 18, 2002, obtained from the Secretary of State; and
(q) A Certificate of Good Standing for Trust V, dated
December 18, 2002, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise
defined are used as defined in the Company IV LLC Agreement.
For purposes of this opinion, we have not reviewed any
documents other than the documents listed in paragraphs (a) through (q) above.
In particular, we have not reviewed any
UBS Preferred Funding Company LLC IV
UBS Preferred Funding Trust IV
UBS Preferred Funding Company LLC V
UBS Preferred Funding Trust V
December 19, 2002
Page 4
document (other than the documents listed in paragraphs (a) through (q) above)
that is referred to in or incorporated by reference into the documents reviewed
by us. We have assumed that there exists no provision in any document that we
have not reviewed that is inconsistent with the opinions stated herein. We have
conducted no independent factual investigation of our own, but rather have
relied solely upon the foregoing documents, the statements and information set
forth therein and the additional matters recited or assumed herein, all of which
we have assumed to be true, complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed
(i) the authenticity of all documents submitted to us as authentic originals,
(ii) the conformity with the originals of all documents submitted to us as
copies or forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the
Company IV LLC Agreement constitutes the entire agreement among the parties
thereto with respect to the subject matter thereof, including with respect to
the admission of members to, and the creation, operation, management and
termination of, Company IV, and that the Company IV LLC Agreement and the
Company IV LLC Certificate are in full force and effect and have not been
amended, (ii) that the Trust IV Agreement constitutes the entire agreement among
the parties thereto with respect to the subject matter thereof, including with
respect to the creation, operation, management and termination of Trust IV, and
that the Trust IV Agreement and the Trust IV Certificate are in full force and
effect and have not been amended, (iii) that the Company V LLC Agreement
constitutes the entire agreement among the parties thereto with respect to the
subject matter thereof, including with respect to the admission of members to,
and the creation, operation, management and termination of, Company V, and that
the Company V LLC Agreement and the Company V LLC Certificate are in full force
and effect and have not been amended, (iv) that the Trust V Agreement
constitutes the entire agreement among the parties thereto with respect to the
subject matter thereof, including with respect to the creation, operation,
management and termination of Trust V, and that the Trust V Agreement and the
Trust V Certificate are in full force and effect and have not been amended, (v)
except to the extent provided in paragraphs 1, 4, 7 and 10 below, the due
creation or the due organization or due formation, as the case may be, and valid
existence in good standing of each party to the documents examined by us under
the laws of the jurisdiction governing its creation or organization or
formation, (vi) the legal capacity of natural persons who are signatories to the
documents examined by us, (vii) that each of the parties to the documents
examined by us has the power and authority to execute and deliver, and to
perform its obligations under, such documents, (viii) the due authorization,
execution and delivery by all parties thereto of all documents examined by us,
(ix) the receipt by each Person to whom a Company IV Preferred Security is to be
issued by Company IV (each, a "Company IV Preferred Securityholder" and
UBS Preferred Funding Company LLC IV
UBS Preferred Funding Trust IV
UBS Preferred Funding Company LLC V
UBS Preferred Funding Trust V
December 19, 2002
Page 5
collectively, the "Company IV Preferred Securityholders") of a certificate
substantially in the form of the certificate attached to the Company IV LLC
Agreement evidencing the Company IV Preferred Securities and the payment for the
Company IV Preferred Securities acquired by it, in accordance with the Company
IV LLC Agreement and the Registration Statement, (x) the receipt by each Person
to whom a Trust IV Preferred Security is to be issued by Trust IV (each, a
"Trust IV Holder" and collectively, the "Trust IV Holders") of a certificate
substantially in the form of the trust certificate attached to the Trust IV
Agreement and the payment for the Trust IV Preferred Security acquired by it, in
accordance with the Trust IV Agreement and the Registration Statement, (xi) the
receipt by each Person to whom a Company V Preferred Security is to be issued by
Company V (each, a "Company V Preferred Securityholder" and collectively, the
"Company V Preferred Securityholders") of a certificate substantially in the
form of the certificate attached to the Company V LLC Agreement evidencing the
Company V Preferred Securities and the payment for the Company V Preferred
Securities acquired by it, in accordance with the Company V LLC Agreement and
the Registration Statement, (xii) the receipt by each Person to whom a Trust V
Preferred Security is to be issued by Trust V (each, a "Trust V Holder" and
collectively, the "Trust V Holders") of a certificate substantially in the form
of the trust certificate attached to the Trust V Agreement and the payment for
the Trust V Preferred Security acquired by it, in accordance with the Trust V
Agreement and the Registration Statement, (xiii) that the books and records of
Company IV set forth the names and addresses of all Persons to be admitted as
members of Company IV and the dollar value of each of the member's contribution
to Company IV, (xiv) that the book and records of Company V set forth the names
and addresses of all Persons to be admitted as members of Company V and the
dollar value of each member's contribution to Company V, (xv) that the Company
IV Preferred Securities are issued and sold to the Company IV Preferred
Securityholders in accordance with the Registration Statement and the Company IV
LLC Agreement, (xvi) that the Trust IV Preferred Securities are issued and sold
to the Trust IV Holders in accordance with the Registration Statement and the
Trust IV Agreement, (xvii) that the Company V Preferred Securities are issued
and sold to the Company V Preferred Securityholders in accordance with the
Registration Statement and the Company V LLC Agreement, and (xviii) that the
Trust V Preferred Securities are issued and sold to the Trust V Holders in
accordance with the Registration Statement and the Trust V Agreement. We have
not participated in the preparation of the Registration Statement and assume no
responsibility for its contents.
This opinion is limited to the laws of the State of Delaware
(excluding the securities laws and blue sky laws of the State of Delaware), and
we have not considered and express no opinion on the laws of any other
jurisdiction, including federal laws and rules and regulations relating thereto.
Our opinions are rendered only with respect to Delaware laws and rules,
regulations and orders thereunder which are currently in effect.
UBS Preferred Funding Company LLC IV
UBS Preferred Funding Trust IV
UBS Preferred Funding Company LLC V
UBS Preferred Funding Trust V
December 19, 2002
Page 6
Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:
1. Company IV has been duly formed and is validly
existing in good standing as a limited liability company under the Delaware
Limited Liability Company Act (6 Del. C. Section 18-101, et seq.) (the "LLC
Act").
2. The Company IV Preferred Securities will represent
valid and, subject to the qualifications set forth in paragraph 3 below, fully
paid and nonassessable limited liability company interests in Company IV.
3. The Company IV Preferred Securityholders shall not
be obligated personally for any of the debts, obligations or liabilities of
Company IV, whether arising in contract, tort or otherwise solely by reason of
being a member of Company IV, except as a Company IV Preferred Securityholder
may be obligated to repay any funds wrongfully distributed to it. We note that
the Company IV Preferred Securityholders may be obligated to make payments as
set forth in the Company IV LLC Agreement.
4. Trust IV has been duly created and is validly
existing in good standing as a statutory trust under the Delaware Statutory
Trust Act (12 Del. C. Section 3801, et seq.) (the "Trust Act").
5. The Trust IV Preferred Securities will represent
valid and, subject to the qualifications set forth in paragraph 6 below, fully
paid and nonassessable interests in Trust IV.
6. The Trust IV Holders, in their capacity as such,
will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware (the "GCL"). We note that the Trust IV
Holders may be obligated to make payments as set forth in the Trust IV
Agreement.
7. Company V has been duly formed and is validly
existing in good standing as a limited liability company under the LLC Act.
8. The Company V Preferred Securities will represent
valid and, subject to the qualifications set forth in paragraph 9 below, fully
paid and nonassessable limited liability company interests in Company V.
UBS Preferred Funding Company LLC IV
UBS Preferred Funding Trust IV
UBS Preferred Funding Company LLC V
UBS Preferred Funding Trust V
December 19, 2002
Page 7
9. The Company V Preferred Securityholders shall not
be obligated personally for any of the debts, obligations or liabilities of
Company V, whether arising in contract, tort or otherwise solely by reason of
being a member of Company V, except as a Company V Preferred Securityholder may
be obligated to repay any funds wrongfully distributed to it. We note that the
Company V Preferred Securityholders may be obligated to make payments as set
forth in the Company V LLC Agreement.
10. Trust V has been duly created and is validly
existing in good standing as a statutory trust under the Trust Act.
11. The Trust V Preferred Securities will represent
valid and, subject to the qualifications set forth in paragraph 12 below, fully
paid and nonassessable interests in Trust V.
12. The Trust V Holders, in their capacity as such,
will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the GCL. We note
that the Trust V Holders may be obligated to make payments as set forth in the
Trust V Agreement.
We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statements. We also
consent to Sullivan & Cromwell's relying as to matters of Delaware law upon this
opinion in connection with opinions to be rendered by them in connection with
the Registration Statements. In addition, we hereby consent to the use of our
name under the heading "Validity of the Securities" in the Prospectus. In giving
the foregoing consents, we do not thereby admit that we come within the category
of Persons whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder. Except as stated above, without our prior written
consent, this opinion may not be furnished or quoted to, or relied upon by, any
other Person for any purpose.
Very truly yours,
EAM/JGL/MPQ/SNS
/s/ Richards, Layton & Finger, P.A.