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Exhibit 5
Board of Directors
UBS AG
Bahnhofstrasse 45
8098 Zurich
Switzerland
London, 1 November 2000
33795/157/g/b1025687.doc
REGISTRATION STATEMENT ON FORM S-8 / UBS AG / PAINE WEBBER GROUP INC.
REPLACEMENT STOCK PLAN
Dear Sirs
We have acted as Swiss counsel to UBS AG, a corporation organized under the
laws of Switzerland (the "Company") in connection with the registration
statement on Form S-8 of the Company, being filed with the Securities and
Exchange Commission on or about November 3, 2000 (the "Registration Statement")
and relating to the offering, subject to the terms and conditions of the
conditional share capital of article 4e paragraph 3 of the Company's articles
of association (the "Conditional Share Capital"), of a maximum of 6,365,890
registered shares of CHF10 par value of the Company (the "Ordinary Shares"),
under the UBS AG Paine Webber Group Inc. Replacement Stock Plan (the "Plan").
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
such corporate records, agreements, documents and other instruments, and such
certificates or comparable
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BAR & KARRER -2-
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documents of public officials and of officers and representatives of the
Company as we have deemed relevant and necessary as a basis for the opinion
hereinafter set forth.
In arriving at this opinion, we have assumed that no legal action is taken
against the resolutions of the Company's extraordinary shareholders' meeting of
7 September 2000 (where the shareholders resolved on the Conditional Share
Capital) within the statutory two month period following said shareholders'
meeting.
Upon the basis of the foregoing, we are of the opinion that the Conditional
Share Capital has been validly created and the Ordinary Shares when issued and
paid for pursuant to the Plan, the Company's articles of association and Swiss
corporate law will be validly issued, fully paid and non-assessable (i.e., no
further contributions in respect thereof will be required to be made to the
Company by the holders thereof, by reason only of their being such holders).
We are members of the Swiss bar and the opinions expressed herein are limited
to questions arising under the laws of Switzerland. This opinion is governed by
the laws of Switzerland.
We hereby consent to the filing of this opinion as an exhibit to 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.
This opinion is furnished by us, as counsel to the Company, in connection with
the filing of the Registration Statement and, except as provided in the
immediately preceding paragraph, is not to be used, circulated, quoted or
otherwise referred to for any other purpose without our express written
permission, or relied upon by any other person.
Yours faithfully,
Bar & Karrer
