Exhibit 5.2
Locke Liddell & Sapp LLP
Attorneys & Counselors
2200 Ross Avenue (214) 740-8000
Suite 2200 Fax: (214) 740-8800
Dallas, Texas 75201-6776 Austin o Dallas o Houston o New Orleans www.lockeliddell.com
Direct Dial Number: 214/740-8416
e-mail: kjamison@lockeliddell.com
October 25, 2002
Alcon, Inc.
Bosch 69
CH 6331 Hunenberg
Switzerland
Ladies and Gentlemen:
We have acted as special Texas counsel for Alcon, Inc., a
corporation incorporated under the laws of Switzerland (the "Company"), in
connection with the registration statement on Form S-8 (the "Registration
Statement") to be filed with the United States Securities and Exchange
Commission on the date hereof under the United States Securities Act of 1933,
as amended (the "Securities Act"), with respect to the issuance of up to US
$20,000,000 in deferred compensation obligations of the Company (the "Deferred
Compensation Obligations") and up to 3,000,000 common shares, par value CHF
0.20 per share, of the Company ("Company Common Shares") pursuant to the Alcon
Executive Deferred Compensation Plan (the "Plan"). In such capacity, we have
examined originals, or copies certified or otherwise identified to our
satisfaction, of the Registration Statement, the Plan, the Company's Articles
of Association and Organizational Regulations, each as amended to date, and
such other documents, corporate records and other instruments as we have
deemed necessary or appropriate for the purposes of this opinion. We have
assumed the genuineness and authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies thereof and the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness thereof.
In rendering the opinion below we have assumed the due authorization
and adoption of the Plan by the Company.
Based upon our examination of such documents and the investigations
of such matters of law as we have deemed relevant or necessary in rendering
this opinion, we hereby advise you that, in our opinion, when issued in
accordance with the provisions of the Plan, the Deferred Compensation
Obligations will be legal valid and binding obligations of the Company,
enforceable in accordance with their terms (subject to applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer and other similar
laws affecting creditors' rights generally from time to time in effect and to
general principles of equity, including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing, regardless of
whether in a proceeding in equity or at law).
Alcon, Inc.
October 25, 2002
Page
2
We are admitted to practice in the State of Texas, and we express no
opinion as to any matters governed by any law other that the law of the State
of Texas and the Federal law of the United States of America. In particular we
do not purport to pass on any matter governed by the laws of Switzerland.
We consent to the filing of this opinion as Exhibit 5.2 to the
Registration Statement filed by the Company with the United States Securities
and Exchange Commission for the registration under the Securities Act of US
$20,000,000 in Deferred Compensation Obligations and 3,000,000 Company Common
Shares covered by the Plan and to the use of our name wherever appearing in
the Registration Statement and any amendment thereto. By so consenting, we do
not thereby admit that our firm's consent is required by Section 7 of the
Securities Act.
Very truly yours,
LOCKE LIDDELL & SAPP LLP
/s/ Kent Jamison
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Kent Jamison