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EXHIBIT 5.2
[LETTERHEAD OF BAR & KARRER]
November 8, 2000
UBS AG,
Bahnhofstrasse 45,
8098 Zurich,
Switzerland.
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 under the
Securities Act of 1933 (the "Act") of $2,000,000,000 principal amount of debt
securities (the "Securities").
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 and other documents, and such certificates or comparable
documents of public officials or officials and representatives of the Company,
as we have considered relevant and necessary as a basis for the opinion
hereinafter set forth.
Upon the basis of such examination, we advise you that, in our opinion, all
corporate action by the Company related to the Securities, including the
authorization of the issuance of the Securities and of the execution of any
documents in connection therewith, was duly authorized under the Company's
Articles of Association and by-laws as a matter of Swiss law. We further advise
you that, in our opinion, when the Registration Statement has become effective
under the Act, the Indenture relating to the Securities has been duly executed
and delivered, the terms of the Securities and of their issuance and sale have
been duly established in conformity with the Indenture so as not to violate
Swiss law, and provided the Securities have been duly executed and authenticated
in accordance with the Indenture and issued and sold as contemplated in the
Registration Statement, the Securities will constitute valid and legally binding
obligations of the Company, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general principles of equity
under Swiss law.
We are members of the Swiss bar and the opinions expressed herein are limited to
the laws of Switzerland arising under the laws of Switzerland. We are expressing
no opinion as to the effect of the laws of any other jurisdiction. With respect
to all matters of United States and New York law, we have relied upon the
opinion, dated November 8, 2000 of Sullivan & Cromwell, and our opinion is
subject to the same assumptions, qualifications and limitations with respect to
such matters as are contained in such opinion of Sullivan & Cromwell.
The opinion is governed by the laws of Switzerland. We hereby consent to the
filing of this opinion as an exhibit to the Registration Statement and to the
references to us under the heading "Validity of Notes" in the Prospectus. 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 Act.
This opinion is furnished by us, as counsel to the Company, in connection with
the filing of the registration of the Securities, 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 or express written
permission, or relied upon by any other person.
Yours faithfully,
/s/ BAR & KARRER
