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Exhibit 8.2
[Letterhead of]
CRAVATH, SWAINE & MOORE
[New York Office]
December 22, 2000
UBS AG
UBS Americas
PWG Capital Trusts I and II
Preferred Trust Securities
Ladies and Gentlemen:
We acted as counsel to Paine Webber Group Inc. ("PWG"), PWG
Capital Trust I and PWG Capital Trust II (the latter two entities collectively,
the "Trusts") in connection with issuances by the Trusts of Preferred Trust
Securities (the "Trust Securities") in 1996 and 1997. On November 3, 2000, PWG
merged into UBS Americas Inc. ("UBS Americas"), a wholly owned subsidiary of UBS
AG. At that time, pursuant to a supplemental indenture (the "Supplemental
Indenture"), UBS Americas succeeded to PWG as the issuer of the Junior
Subordinated Debentures held by the Trusts. In addition, UBS Americas has, and
UBS AG will, become the guarantor of certain aspects of the Trust Securities.
In that connection, as special tax counsel to UBS AG, UBS
Americas and the Trusts, we have examined the Registration Statement on Form F-1
(the "Registration Statement") filed by UBS AG and UBS Americas with the
Securities and Exchange Commission on the date hereof, and in particular the
form of Prospectus for the Trust Securities forming a part of the Registration
Statement (the "Trust Securities Prospectus"). We have also reviewed the
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Supplemental Indenture and such other documents as we have considered
appropriate.
Based on the foregoing, in our opinion, the statements set
forth in the Trust Securities Prospectus under the caption "Taxation" accurately
describe the material United States federal income tax consequences to holders
of the ownership and disposition of the Trust Securities, subject to the
limitations described therein.
We do not express an opinion on any laws other than the income
tax laws of the United States. In particular, we are not acting as counsel with
respect to, and we are not opining on, any other portion of the Trust Securities
Prospectus.
We know that we are referred to in the Trust Securities
Prospectus under the caption "Taxation" and we hereby consent to such use of our
name, as well as to the use of this letter as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Cravath, Swaine & Moore
UBS AG
299 Park Avenue
New York, NY 10171
UBS Americas Inc.
677 Washington Boulevard
Stamford, Connecticut 06901
PWG Capital Trust I
PWG Capital Trust II
677 Washington Boulevard
Stamford, Connecticut 06901
