Exhibit 5.1
[Letterhead of Sullivan & Cromwell LLP]
March 24, 2006
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 an unspecified aggregate initial offering price or number of (i) debt
securities, (ii) warrants and (iii) subordinated guarantees of non-cumulative
company preferred securities to be issued by UBS Preferred Funding Company LLC
V, UBS Preferred Funding Company LLC VI, UBS Preferred Funding Company LLC VII,
UBS Preferred Funding Company LLC VIII and UBS Preferred Funding Company LLC IX,
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:
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(1) When the registration statement on Form F-3 (the "Registration
Statement") relating to the Securities has become effective under the Act, when
the terms of the debt securities to be issued under an indenture (the "Debt
Indenture") and of their issuance and sale have been duly established in
conformity with the Debt 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 when
such debt securities have been duly executed and authenticated in accordance
with the Debt Indenture and issued and sold as contemplated in the Registration
Statement, such 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) When the Registration Statement has become effective under the Act,
when the terms of the warrants to be issued under a warrant indenture (the
"Warrant Indenture") and of their issuance and sale have been duly established
in conformity with the Warrant 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 when such warrants have been duly executed and authenticated in accordance
with the Warrant Indenture and issued and sold as
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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 prospectus forming a part of the Registration
Statement, when the Registration Statement has become effective under the Act,
when the terms of the warrant agreement under which such warrants are to be
issued have been duly established and the warrant agreement 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, when 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 when such warrants have been duly executed and authenticated in
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
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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 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,
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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, without independent verification, that the Company has
been duly incorporated and is an existing corporation in good standing under the
laws of Switzerland, that the Debt Indenture, the Warrant Indenture, each
warrant agreement and each 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 Debt Indenture and the Warrant Indenture have 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 LLP