EXHIBIT 5.1
[Letterhead of Homburger Rechtsanwalte]
ABB Ltd
Affolternstrasse 44
P.O. Box 8131
8050 Zurich
October 27, 2005
ABB Ltd - Registration Statement on Form S-8 | ABB Employee Share
Acquisition Plan
Ladies and Gentlemen:
We have been retained as special Swiss counsel to ABB Ltd (the
Company) in connection with the registration on Form S-8, being
filed with the Securities and Exchange Commission on October 27,
2005 (the Registration Statement), and relating to the
registration, subject to the terms and conditions of the
conditional share capital provided for in article 4bis para. 4 of
the Company's Articles (as defined hereinafter) (the Conditional
Share Capital), of a maximum of 17,000,000 registered shares of
CHF 2.50 par value of the Company (the Shares) pursuant to the
Plan (as defined hereinafter).
We have been requested to render an opinion in connection with
certain matters of Swiss law.
I. BASIS OF OPINION
This opinion is confined to and given on the basis of the laws of
Switzerland in force at the date hereof and as currently applied
by the Swiss courts. In the absence of statutory or established
case law, we base our opinion on our independent professional
judgment.
This opinion is also confined to:
(i) the matters stated herein and is not to be read as
extending, by implication or otherwise, to any other matter;
and
(ii) the documents listed below.
For the purpose of giving this opinion, we have only examined
originals or copies of the following documents:
(i) a copy of an electronic excerpt from the Commercial Register
of the Canton of Zurich dated October 24, 2005, relating to
the Company (the Excerpt);
(ii) a copy of the certified articles of incorporation of the
Company in their version of December 9, 2003 (the Articles);
(iii) a copy of the regulations of the board of directors of ABB
in their version of August, 1999 (the Regulations);
(iv) a copy of a circular resolution of the board of directors
dated September 5, 2005 (the Board Resolution); and
(v) a copy of the "ABB Employee Share Acquisition Plan" (the
Plan) plan rules, issued by ABB ESAP Ltd, a company
established under the laws of Guernsey, (the Plan Rules).
No documents have been reviewed by us in connection with this
opinion other than those listed above. Accordingly, our opinion
is limited to the above documents and their impact on the parties
under Swiss law on the date hereof.
II. ASSUMPTIONS
In rendering the opinions below, we have assumed the following:
(a) the Articles and the Excerpt are unchanged and correct as of
the date hereof and no changes have been made which should
have been or should be
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reflected in the Articles or the Excerpt as of the date
hereof;
(b) all signatures appearing on the documents reviewed by us are
genuine;
(c) the Board Resolution (i) has been adopted in accordance with
Swiss law, the Articles and the Regulations, (ii) accurately
reflects the resolutions and other matters reflected
therein, and (iii) has not been revoked, rescinded or
amended and is in full force and effect;
(d) all documents purporting to be copies of originals are
complete and conform to the originals; and
(e) the Plan Rules are valid, binding and enforceable under the
laws of England and Wales by which they are expressed to be
governed.
III. OPINION
Based on the foregoing assumptions and subject to the
qualifications set out below, we express the following opinion:
1. The Company has been duly incorporated and is validly
existing as a corporation (Aktiengesellschaft) under the
laws of Switzerland.
2. The Conditional Share Capital has been validly created and
the Shares, when issued and paid for pursuant to the Plan
Rules, the Articles and Swiss law, will be validly issued,
fully paid and non-assessable.
IV. QUALIFICATIONS
The above opinion is subject to the following qualifications:
(a) We are admitted to the Zurich bar and do not hold ourselves
to be experts in any laws other than the laws of
Switzerland. Accordingly, our opinion is confined to Swiss
law. We have abstained from examining any issues of any
other laws. In particular, and without limitation to the
foregoing, we do not express any opinion on the
admissibility or validity of, or the procedures relating to,
the
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registration of the Shares with the Securities and Exchange
Commission.
(b) This opinion relates to the laws of Switzerland in effect on
the date hereof. Such laws are subject to change.
(c) We express no opinion herein on the accuracy, correctness or
completeness of the Registration Statement other than as
expressly set forth herein above.
* * *
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and the inclusion of our name and
advice attributable to us in response to Item 6 of the
Registration Statement. In giving such consent we do not admit
that we are in the category of persons whose consent is required
under section 7 of the Securities Act of 1933, as amended.
We have rendered this opinion as of the date hereof and we assume
no obligation to advise you on changes relevant to this opinion
that may thereafter be brought to our attention. This opinion is
addressed to you in connection with the filing of the
Registration Statement. It may not be used, copied, circulated or
relied upon by any other party or for any other purpose without
our prior written consent.
This opinion shall be governed by and construed in accordance
with the laws of Switzerland.
Very sincerely yours,
HOMBURGER RECHTSANWALTE
/s/ Dr. Claude Lambert
Dr. Claude Lambert
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