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Exhibit 23.2
CONSENT
We hereby consent to the incorporation by reference as an exhibit to the
Registration Statement relating in the securities of UBS Americas Inc. (as
successor by merger to Paine Webber Group Inc.) set forth on Annex A, of our
opinion filed as exhibit 5.1 to the Registration Statement Nos. 333-13831,
333-13831-01 to -04 of Paine Webber Group Inc. We also hereby consent to the
reference to us under the heading "Validity of the Securities" in the
Prospectus relating to such securities. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933.
Very truly yours,
/s/ Cravath, Swaine & Moore
December 22, 2000
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Annex A
8.30% Junior Subordinated Debentures Due 2036
8.08% Junior Subordinated Debentures Due 2037
Guarantee Agreement relating to the trust securities of PWG Capital Trust I
Guarantee Agreement relating to the trust securities of PWG Capital Trust II
