Exhibit 5.2
[Letterhead of Richards, Layton & Finger, P.A.]
March 24, 2006
To Each of the Addresses Listed
On Schedule A Attached Hereto
Re: UBS Preferred Funding Company LLC V
UBS Preferred Funding Trust V
UBS Preferred Funding Company LLC VI
UBS Preferred Funding Trust VI
UBS Preferred Funding Company LLC VII
UBS Preferred Funding Trust VII
UBS Preferred Funding Company LLC VIII
UBS Preferred Funding Trust VIII
UBS Preferred Funding Company LLC IX
UBS Preferred Funding Trust IX
------------------------------------------
Ladies and Gentlemen:
We have acted as special Delaware counsel for UBS Preferred Funding
Company LLC V, a Delaware limited liability company ("Company V"), UBS Preferred
Funding Trust V, a Delaware statutory trust ("Trust V"), UBS Preferred Funding
Company LLC VI, a Delaware limited liability company ("Company VI"), UBS
Preferred Funding Trust VI, a Delaware statutory trust ("Trust VI"), UBS
Preferred Funding Company LLC VII, a Delaware limited liability company
("Company VII"), UBS Preferred Funding Trust VII, a Delaware statutory trust
("Trust VII"), UBS Preferred Funding Company LLC VIII, a Delaware limited
liability company ("Company VIII"), UBS Preferred Funding Trust VIII, a Delaware
statutory trust ("Trust VIII"), UBS Preferred Funding Company LLC IX, a Delaware
limited liability company ("Company IX"), and UBS Preferred Funding Trust IX, a
Delaware statutory trust ("Trust IX"), 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 V
UBS Preferred Funding Trust V
UBS Preferred Funding Company LLC VI
UBS Preferred Funding Trust VI
UBS Preferred Funding Company LLC VII
UBS Preferred Funding Trust VII
UBS Preferred Funding Company LLC VIII
UBS Preferred Funding Trust VIII
UBS Preferred Funding Company LLC IX
UBS Preferred Funding Trust IX
March 24, 2006
Page 2
(a) 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 of the State of Delaware (the "Secretary of State") on
December 12, 2002;
(b) The Limited Liability Company Agreement of Company V, dated as
of December 12, 2002, entered into by UBS AG, a bank organized under the laws of
Switzerland ("UBS");
(c) A form of the 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
Statement (as defined below);
(d) 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;
(e) The Trust Agreement of Trust V, dated as of December 12, 2002,
between Company V, as grantor, and Wilmington Trust Company (the "Trustee"), as
trustee of Trust V;
(f) 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 Statement;
(g) The Certificate of Formation of Company VI, dated as of March
22, 2006 (the "Company VI LLC Certificate"), as filed in the office of the
Secretary of State on March 22, 2006;
(h) The Limited Liability Company Agreement of Company VI, dated as
of March 22, 2006, entered into by UBS;
(i) A form of Amended and Restated Limited Liability Company
Agreement of Company VI (the "Company VI LLC Agreement"), to be entered into by
UBS and Trust VI, as members, to be attached as an exhibit to the Registration
Statement;
UBS Preferred Funding Company LLC V
UBS Preferred Funding Trust V
UBS Preferred Funding Company LLC VI
UBS Preferred Funding Trust VI
UBS Preferred Funding Company LLC VII
UBS Preferred Funding Trust VII
UBS Preferred Funding Company LLC VIII
UBS Preferred Funding Trust VIII
UBS Preferred Funding Company LLC IX
UBS Preferred Funding Trust IX
March 24, 2006
Page 3
(j) The Certificate of Trust of Trust VI (the "Trust VI
Certificate"), as filed in the office of the Secretary of State on March 22,
2006;
(k) The Trust Agreement of Trust VI, dated as of March 22, 2006,
between Company VI, as grantor, and the Trustee, as trustee of Trust VI;
(l) A form of the Amended and Restated Trust Agreement of Trust VI
(the "Trust VI Agreement"), to be entered into among Company VI, as guarantor,
the Trustee, as trustee of Trust VI, and UBS, solely for the purposes stated
therein, to be attached as an exhibit to the Registration Statement;
(m) The Certificate of Formation of Company VII, dated as of March
22, 2006 (the "Company VII LLC Certificate"), as filed in the office of the
Secretary of State on March 22, 2006;
(n) The Limited Liability Company Agreement of Company VII, dated as
of March 22, 2006, entered into by UBS;
(o) A form of Amended and Restated Limited Liability Company
Agreement of Company VII (the "Company VII LLC Agreement"), to be entered into
by UBS and Trust VII, as members, to be attached as an exhibit to the
Registration Statement;
(p) The Certificate of Trust of Trust VII (the "Trust VII
Certificate"), as filed in the office of the Secretary of State on March 22,
2006;
(q) The Trust Agreement of Trust VII, dated as of March 22, 2006,
between Company VII, as grantor, and the Trustee, as trustee of Trust VII;
(r) A form of the Amended and Restated Trust Agreement of Trust VII
(the "Trust VII Agreement"), to be entered into among Company VII, as guarantor,
the Trustee, as trustee of Trust VII, and UBS, solely for the purposes stated
therein, to be attached as an exhibit to the Registration Statement;
UBS Preferred Funding Company LLC V
UBS Preferred Funding Trust V
UBS Preferred Funding Company LLC VI
UBS Preferred Funding Trust VI
UBS Preferred Funding Company LLC VII
UBS Preferred Funding Trust VII
UBS Preferred Funding Company LLC VIII
UBS Preferred Funding Trust VIII
UBS Preferred Funding Company LLC IX
UBS Preferred Funding Trust IX
March 24, 2006
Page 4
(s) The Certificate of Formation of Company VIII, dated as of March
22, 2006 (the "Company VIII LLC Certificate"), as filed in the office of the
Secretary of State on March 22, 2006;
(t) The Limited Liability Company Agreement of Company VIII, dated
as of March 22, 2006, entered into by UBS;
(u) A form of Amended and Restated Limited Liability Company
Agreement of Company VIII (the "Company VIII LLC Agreement"), to be entered into
by UBS and Trust VIII, as members, to be attached as an exhibit to the
Registration Statement;
(v) The Certificate of Trust of Trust VIII (the "Trust VIII
Certificate"), as filed in the office of the Secretary of State on March 22,
2006;
(w) The Trust Agreement of Trust VIII, dated as of March 22, 2006,
between Company VIII, as grantor, and the Trustee, as trustee of Trust VIII;
(x) A form of the Amended and Restated Trust Agreement of Trust VIII
(the "Trust VIII Agreement"), to be entered into among Company VIII, as
guarantor, the Trustee, as trustee of Trust VIII, and UBS, solely for the
purposes stated therein, to be attached as an exhibit to the Registration
Statement;
(y) The Certificate of Formation of Company IX, dated as of March
22, 2006 (the "Company IX LLC Certificate"), as filed in the office of the
Secretary of State on March 22, 2006;
(z) The Limited Liability Company Agreement of Company IX, dated as
of March 22, 2006, entered into by UBS;
(aa) A form of Amended and Restated Limited Liability Company
Agreement of Company IX (the "Company IX LLC Agreement"), to be entered into by
UBS and Trust IX, as members, to be attached as an exhibit to the Registration
Statement;
(bb) The Certificate of Trust of Trust IX (the "Trust IX
Certificate"), as filed in the office of the Secretary of State on March 22,
2006;
UBS Preferred Funding Company LLC V
UBS Preferred Funding Trust V
UBS Preferred Funding Company LLC VI
UBS Preferred Funding Trust VI
UBS Preferred Funding Company LLC VII
UBS Preferred Funding Trust VII
UBS Preferred Funding Company LLC VIII
UBS Preferred Funding Trust VIII
UBS Preferred Funding Company LLC IX
UBS Preferred Funding Trust IX
March 24, 2006
Page 5
(cc) The Trust Agreement of Trust IX, dated as of March 22, 2006,
between Company IX, as grantor, and the Trustee, as trustee of Trust IX;
(dd) A form of the Amended and Restated Trust Agreement of Trust IX
(the "Trust IX Agreement"), to be entered into among Company IX, as guarantor,
the Trustee, as trustee of Trust IX, and UBS, solely for the purposes stated
therein, to be attached as an exhibit to the Registration Statement;
(ee) 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"), including a related prospectus
("Prospectus"), relating 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"); to the Noncumulative Company Preferred
Securities of Company VI (each, a "Company VI Preferred Security" and
collectively, the "Company VI Preferred Securities") and to the corresponding
Noncumulative Trust Preferred Securities of Trust VI (each, a "Trust VI
Preferred Security" and collectively, the "Trust VI Preferred Securities"); to
the Noncumulative Company Preferred Securities of Company VII (each, a "Company
VII Preferred Security" and collectively, the "Company VII Preferred
Securities") and to the corresponding Noncumulative Trust Preferred Securities
of Trust VII (each, a "Trust VII Preferred Security" and collectively, the
"Trust VII Preferred Securities"); to the Noncumulative Company Preferred
Securities of Company VIII (each, a "Company VIII Preferred Security" and
collectively, the "Company VIII Preferred Securities") and to the corresponding
Noncumulative Trust Preferred Securities of Trust VIII (each, a "Trust VIII
Preferred Security" and collectively, the "Trust VIII Preferred Securities");
and to the Noncumulative Company Preferred Securities of Company IX (each, a
"Company IX Preferred Security" and collectively, the "Company IX Preferred
Securities") and to the corresponding Noncumulative Trust Preferred Securities
of Trust IX (each, a "Trust IX Preferred Security" and collectively, the "Trust
IX Preferred Securities");
(ff) A Certificate of Good Standing for Company V, dated March 23,
2006, obtained from the Secretary of State;
UBS Preferred Funding Company LLC V
UBS Preferred Funding Trust V
UBS Preferred Funding Company LLC VI
UBS Preferred Funding Trust VI
UBS Preferred Funding Company LLC VII
UBS Preferred Funding Trust VII
UBS Preferred Funding Company LLC VIII
UBS Preferred Funding Trust VIII
UBS Preferred Funding Company LLC IX
UBS Preferred Funding Trust IX
March 24, 2006
Page 6
(gg) A Certificate of Good Standing for Trust V, dated March 23,
2006, obtained from the Secretary of State;
(hh) A Certificate of Good Standing for Company VI, dated March 23,
2006, obtained from the Secretary of State;
(ii) A Certificate of Good Standing for Trust VI, dated March 23,
2006, obtained from the Secretary of State;
(jj) A Certificate of Good Standing for Company VII, dated March 23,
2006, obtained from the Secretary of State;
(kk) A Certificate of Good Standing for Trust VII, dated March 23,
2006, obtained from the Secretary of State;
(ll) A Certificate of Good Standing for Company VIII, dated March
23, 2006, obtained from the Secretary of State;
(mm) A Certificate of Good Standing for Trust VIII, dated March 23,
2006, obtained from the Secretary of State;
(nn) A Certificate of Good Standing for Company IX, dated March 23,
2006, obtained from the Secretary of State; and
(oo) A Certificate of Good Standing for Trust IX, dated March 23,
2006, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined
are used as defined in the Company V LLC Agreement.
For purposes of this opinion, we have not reviewed any documents
other than the documents listed in paragraphs (a) through (oo) above. In
particular, we have not reviewed any document (other than the documents listed
in paragraphs (a) through (oo) 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
UBS Preferred Funding Company LLC V
UBS Preferred Funding Trust V
UBS Preferred Funding Company LLC VI
UBS Preferred Funding Trust VI
UBS Preferred Funding Company LLC VII
UBS Preferred Funding Trust VII
UBS Preferred Funding Company LLC VIII
UBS Preferred Funding Trust VIII
UBS Preferred Funding Company LLC IX
UBS Preferred Funding Trust IX
March 24, 2006
Page 7
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 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, (ii) 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, (iii) that the Company VI 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 VI, and that the Company VI
LLC Agreement and the Company VI LLC Certificate are in full force and effect
and have not been amended, (iv) that the Trust VI 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 VI, and that the Trust VI Agreement and the Trust VI
Certificate are in full force and effect and have not been amended, (v) that the
Company VII 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 VII, and that the Company VII LLC Agreement and the
Company VII LLC Certificate are in full force and effect and have not been
amended, (vi) that the Trust VII 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
VII, and that the Trust VII Agreement and the
UBS Preferred Funding Company LLC V
UBS Preferred Funding Trust V
UBS Preferred Funding Company LLC VI
UBS Preferred Funding Trust VI
UBS Preferred Funding Company LLC VII
UBS Preferred Funding Trust VII
UBS Preferred Funding Company LLC VIII
UBS Preferred Funding Trust VIII
UBS Preferred Funding Company LLC IX
UBS Preferred Funding Trust IX
March 24, 2006
Page 8
Trust VII Certificate are in full force and effect and have not been amended,
(vii) that the Company VIII 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 VIII, and that the Company VIII LLC Agreement and
the Company VIII LLC Certificate are in full force and effect and have not been
amended, (viii) that the Trust VIII 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
VIII, and that the Trust VIII Agreement and the Trust VIII Certificate are in
full force and effect and have not been amended, (ix) that the Company IX 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 IX, and that the Company IX LLC Agreement and the Company IX LLC
Certificate are in full force and effect and have not been amended, (x) that the
Trust IX 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 IX, and that the Trust
IX Agreement and the Trust IX Certificate are in full force and effect and have
not been amended, (xi) except to the extent provided in paragraphs 1, 4, 7, 10,
13, 16, 19, 22, 25 and 28 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, (xii) the legal capacity of
natural persons who are signatories to the documents examined by us, (xiii) 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,
(xiv) the due authorization, execution and delivery by all parties thereto of
all documents examined by us, (xv) 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, (xvi) 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
UBS Preferred Funding Company LLC V
UBS Preferred Funding Trust V
UBS Preferred Funding Company LLC VI
UBS Preferred Funding Trust VI
UBS Preferred Funding Company LLC VII
UBS Preferred Funding Trust VII
UBS Preferred Funding Company LLC VIII
UBS Preferred Funding Trust VIII
UBS Preferred Funding Company LLC IX
UBS Preferred Funding Trust IX
March 24, 2006
Page 9
Agreement and the Registration Statement, (xvii) the receipt by each Person to
whom a Company VI Preferred Security is to be issued by Company VI (each, a
"Company VI Preferred Securityholder" and collectively, the "Company VI
Preferred Securityholders") of a certificate substantially in the form of the
certificate attached to the Company VI LLC Agreement evidencing the Company VI
Preferred Securities and the payment for the Company VI Preferred Securities
acquired by it, in accordance with the Company VI LLC Agreement and the
Registration Statement, (xviii) the receipt by each Person to whom a Trust VI
Preferred Security is to be issued by Trust VI (each, a "Trust VI Holder" and
collectively, the "Trust VI Holders") of a certificate substantially in the form
of the trust certificate attached to the Trust VI Agreement and the payment for
the Trust VI Preferred Security acquired by it, in accordance with the Trust VI
Agreement and the Registration Statement, (xix) the receipt by each Person to
whom a Company VII Preferred Security is to be issued by Company VII (each, a
"Company VII Preferred Securityholder" and collectively, the "Company VII
Preferred Securityholders") of a certificate substantially in the form of the
certificate attached to the Company VII LLC Agreement evidencing the Company VII
Preferred Securities and the payment for the Company VII Preferred Securities
acquired by it, in accordance with the Company VII LLC Agreement and the
Registration Statement, (xx) the receipt by each Person to whom a Trust VII
Preferred Security is to be issued by Trust VII (each, a "Trust VII Holder" and
collectively, the "Trust VII Holders") of a certificate substantially in the
form of the trust certificate attached to the Trust VII Agreement and the
payment for the Trust VII Preferred Security acquired by it, in accordance with
the Trust VII Agreement and the Registration Statement, (xxi) the receipt by
each Person to whom a Company VIII Preferred Security is to be issued by Company
VIII (each, a "Company VIII Preferred Securityholder" and collectively, the
"Company VIII Preferred Securityholders") of a certificate substantially in the
form of the certificate attached to the Company VIII LLC Agreement evidencing
the Company VIII Preferred Securities and the payment for the Company VIII
Preferred Securities acquired by it, in accordance with the Company VIII LLC
Agreement and the Registration Statement, (xxii) the receipt by each Person to
whom a Trust VIII Preferred Security is to be issued by Trust VIII (each, a
"Trust VIII Holder" and collectively, the "Trust VIII Holders") of a certificate
substantially in the form of the trust certificate attached to the Trust VIII
Agreement and the payment for the Trust VIII Preferred Security acquired by it,
in accordance with the Trust VIII Agreement and the Registration Statement,
(xxiii) the receipt by each Person to whom a Company IX Preferred Security is to
be issued by Company IX (each, a "Company IX Preferred Securityholder" and
collectively, the "Company IX Preferred Securityholders") of a certificate
substantially in the form of the
UBS Preferred Funding Company LLC V
UBS Preferred Funding Trust V
UBS Preferred Funding Company LLC VI
UBS Preferred Funding Trust VI
UBS Preferred Funding Company LLC VII
UBS Preferred Funding Trust VII
UBS Preferred Funding Company LLC VIII
UBS Preferred Funding Trust VIII
UBS Preferred Funding Company LLC IX
UBS Preferred Funding Trust IX
March 24, 2006
Page 10
certificate attached to the Company IX LLC Agreement evidencing the Company IX
Preferred Securities and the payment for the Company IX Preferred Securities
acquired by it, in accordance with the Company IX LLC Agreement and the
Registration Statement, (xxiv) the receipt by each Person to whom a Trust IX
Preferred Security is to be issued by Trust IX (each, a "Trust IX Holder" and
collectively, the "Trust IX Holders") of a certificate substantially in the form
of the trust certificate attached to the Trust IX Agreement and the payment for
the Trust IX Preferred Security acquired by it, in accordance with the Trust IX
Agreement and the Registration Statement, (xxv) that the books 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 of the member's contribution
to Company V, (xxvi) that the books and records of Company VI set forth the
names and addresses of all Persons to be admitted as members of Company VI and
the dollar value of each member's contribution to Company VI, (xxvii) that the
books and records of Company VII set forth the names and addresses of all
Persons to be admitted as members of Company VII and the dollar value of each of
the member's contribution to Company VII, (xxviii) that the books and records of
Company VIII set forth the names and addresses of all Persons to be admitted as
members of Company VIII and the dollar value of each of the member's
contribution to Company VIII, (xxix) that the books and records of Company IX
set forth the names and addresses of all Persons to be admitted as members of
Company IX and the dollar value of each of the member's contribution to Company
IX, (xxx) 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, (xxxi) 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, (xxxii) that the Company VI
Preferred Securities are issued and sold to the Company VI Preferred
Securityholders in accordance with the Registration Statement and the Company VI
LLC Agreement, (xxxiii) that the Trust VI Preferred Securities are issued and
sold to the Trust VI Holders in accordance with the Registration Statement and
the Trust VI Agreement, (xxxiv) that the Company VII Preferred Securities are
issued and sold to the Company VII Preferred Securityholders in accordance with
the Registration Statement and the Company VII LLC Agreement, (xxxv) that the
Trust VII Preferred Securities are issued and sold to the Trust VII Holders in
accordance with the Registration Statement and the Trust VII Agreement, (xxxvi)
that the Company VIII Preferred Securities are issued and sold to the Company
VIII Preferred Securityholders in accordance with the Registration Statement and
the Company VIII LLC Agreement, (xxxvii) that the Trust VIII Preferred
Securities are issued and sold to the Trust VIII Holders in accordance with the
UBS Preferred Funding Company LLC V
UBS Preferred Funding Trust V
UBS Preferred Funding Company LLC VI
UBS Preferred Funding Trust VI
UBS Preferred Funding Company LLC VII
UBS Preferred Funding Trust VII
UBS Preferred Funding Company LLC VIII
UBS Preferred Funding Trust VIII
UBS Preferred Funding Company LLC IX
UBS Preferred Funding Trust IX
March 24, 2006
Page 11
Registration Statement and the Trust VIII Agreement, (xxxviii) that the Company
IX Preferred Securities are issued and sold to the Company IX Preferred
Securityholders in accordance with the Registration Statement and the Company IX
LLC Agreement, and (xxxix) that the Trust IX Preferred Securities are issued and
sold to the Trust IX Holders in accordance with the Registration Statement and
the Trust IX 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.
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 V 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 V 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 V.
3. 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.
UBS Preferred Funding Company LLC V
UBS Preferred Funding Trust V
UBS Preferred Funding Company LLC VI
UBS Preferred Funding Trust VI
UBS Preferred Funding Company LLC VII
UBS Preferred Funding Trust VII
UBS Preferred Funding Company LLC VIII
UBS Preferred Funding Trust VIII
UBS Preferred Funding Company LLC IX
UBS Preferred Funding Trust IX
March 24, 2006
Page 12
4. Trust V 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 V Preferred Securities will represent valid and,
subject to the qualifications set forth in paragraph 6 below, fully paid and
nonassessable interests in Trust V.
6. 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 General Corporation Law
of the State of Delaware (the "GCL"). We note that the Trust V Holders may be
obligated to make payments as set forth in the Trust V Agreement.
7. Company VI has been duly formed and is validly existing in
good standing as a limited liability company under the LLC Act.
8. The Company VI 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 VI.
9. The Company VI Preferred Securityholders shall not be
obligated personally for any of the debts, obligations or liabilities of Company
VI, whether arising in contract, tort or otherwise solely by reason of being a
member of Company VI, except as a Company VI Preferred Securityholder may be
obligated to repay any funds wrongfully distributed to it. We note that the
Company VI Preferred Securityholders may be obligated to make payments as set
forth in the Company VI LLC Agreement.
10. Trust VI has been duly created and is validly existing in
good standing as a statutory trust under the Trust Act.
11. The Trust VI Preferred Securities will represent valid
and, subject to the qualifications set forth in paragraph 12 below, fully paid
and nonassessable interests in Trust VI.
12. The Trust VI Holders, in their capacity as such, will be
entitled to the same limitation of personal liability extended to stockholders
of private corporations for profit
UBS Preferred Funding Company LLC V
UBS Preferred Funding Trust V
UBS Preferred Funding Company LLC VI
UBS Preferred Funding Trust VI
UBS Preferred Funding Company LLC VII
UBS Preferred Funding Trust VII
UBS Preferred Funding Company LLC VIII
UBS Preferred Funding Trust VIII
UBS Preferred Funding Company LLC IX
UBS Preferred Funding Trust IX
March 24, 2006
Page 13
organized under the GCL. We note that the Trust VI Holders may be obligated to
make payments as set forth in the Trust VI Agreement.
13. Company VII has been duly formed and is validly existing
in good standing as a limited liability company under the LLC Act.
14. The Company VII Preferred Securities will represent valid
and, subject to the qualifications set forth in paragraph 15 below, fully paid
and nonassessable limited liability company interests in Company VII.
15. The Company VII Preferred Securityholders shall not be
obligated personally for any of the debts, obligations or liabilities of Company
VII, whether arising in contract, tort or otherwise solely by reason of being a
member of Company VII, except as a Company VII Preferred Securityholder may be
obligated to repay any funds wrongfully distributed to it. We note that the
Company VII Preferred Securityholders may be obligated to make payments as set
forth in the Company VII LLC Agreement.
16. Trust VII has been duly created and is validly existing in
good standing as a statutory trust under the Trust Act.
17. The Trust VII Preferred Securities will represent valid
and, subject to the qualifications set forth in paragraph 18 below, fully paid
and nonassessable interests in Trust VII.
18. The Trust VII 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 VII Holders may be obligated to make payments as set forth in the Trust
VII Agreement.
19. Company VIII has been duly formed and is validly existing
in good standing as a limited liability company under the LLC Act.
20. The Company VIII Preferred Securities will represent valid
and, subject to the qualifications set forth in paragraph 21 below, fully paid
and nonassessable limited liability company interests in Company VIII.
UBS Preferred Funding Company LLC V
UBS Preferred Funding Trust V
UBS Preferred Funding Company LLC VI
UBS Preferred Funding Trust VI
UBS Preferred Funding Company LLC VII
UBS Preferred Funding Trust VII
UBS Preferred Funding Company LLC VIII
UBS Preferred Funding Trust VIII
UBS Preferred Funding Company LLC IX
UBS Preferred Funding Trust IX
March 24, 2006
Page 14
21. The Company VIII Preferred Securityholders shall not be
obligated personally for any of the debts, obligations or liabilities of Company
VIII, whether arising in contract, tort or otherwise solely by reason of being a
member of Company VIII, except as a Company VIII Preferred Securityholder may be
obligated to repay any funds wrongfully distributed to it. We note that the
Company VIII Preferred Securityholders may be obligated to make payments as set
forth in the Company VIII LLC Agreement.
22. Trust VIII has been duly created and is validly existing
in good standing as a statutory trust under the Trust Act.
23. The Trust VIII Preferred Securities will represent valid
and, subject to the qualifications set forth in paragraph 24 below, fully paid
and nonassessable interests in Trust VIII.
24. The Trust VIII 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 VIII Holders may be obligated to make payments as set forth in the Trust
VIII Agreement.
25. Company IX has been duly formed and is validly existing in
good standing as a limited liability company under the LLC Act.
26. The Company IX Preferred Securities will represent valid
and, subject to the qualifications set forth in paragraph 27 below, fully paid
and nonassessable limited liability company interests in Company IX.
27. The Company IX Preferred Securityholders shall not be
obligated personally for any of the debts, obligations or liabilities of Company
IX, whether arising in contract, tort or otherwise solely by reason of being a
member of Company IX, except as a Company IX Preferred Securityholder may be
obligated to repay any funds wrongfully distributed to it. We note that the
Company IX Preferred Securityholders may be obligated to make payments as set
forth in the Company IX LLC Agreement.
28. Trust IX has been duly created and is validly existing in
good standing as a statutory trust under the Trust Act.
UBS Preferred Funding Company LLC V
UBS Preferred Funding Trust V
UBS Preferred Funding Company LLC VI
UBS Preferred Funding Trust VI
UBS Preferred Funding Company LLC VII
UBS Preferred Funding Trust VII
UBS Preferred Funding Company LLC VIII
UBS Preferred Funding Trust VIII
UBS Preferred Funding Company LLC IX
UBS Preferred Funding Trust IX
March 24, 2006
Page 15
29. The Trust IX Preferred Securities will represent valid
and, subject to the qualifications set forth in paragraph 30 below, fully paid
and nonassessable interests in Trust IX.
30. The Trust IX 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 IX Holders may be obligated to make payments as set forth in the Trust IX
Agreement.
We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement. 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 Statement. 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,
/s/ Richards, Layton & Finger, P.A.
EAM/JGL/MPQ
Exhibit 5.2
SCHEDULE A
UBS Preferred Funding Company LLC V UBS Preferred Funding Trust IX
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 V
c/o UBS AG
299 Park Avenue
New York, New York 10171
UBS Preferred Funding Company LLC VI
c/o UBS AG
299 Park Avenue
New York, New York 10171
UBS Preferred Funding Trust VI
c/o UBS AG
299 Park Avenue
New York, New York 10171
UBS Preferred Funding Company LLC VII
c/o UBS AG
299 Park Avenue
New York, New York 10171
UBS Preferred Funding Trust VII
c/o UBS AG
299 Park Avenue
New York, New York 10171
UBS Preferred Funding Company LLC VIII
c/o UBS AG
299 Park Avenue
New York, New York 10171
UBS Preferred Funding Trust VIII
c/o UBS AG
299 Park Avenue
New York, New York 10171
UBS Preferred Funding Company LLC IX
c/o UBS AG
299 Park Avenue
New York, New York 10171