UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Date: July 28, 2014
Commission File Number: 1-15060
UBS AG
(Registrant’s Name)
Bahnhofstrasse 45, Zurich, Switzerland, and
Aeschenvorstadt 1, Basel, Switzerland
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
This Form 6-K is hereby incorporated by reference into the registration statement of UBS AG on Form F-3 (Registration Number 333-178960).
Homburger AG
Prime Tower
Hardstrasse 201 | CH–8005 Zurich
P.O. Box 314 | CH–8037 Zurich
T +41 43 222 10 00
F +41 43 222 15 00
lawyers@homburger.ch
UBS AG
Bahnhofstrasse 45
CH-8098 Zurich
Switzerland
July 28, 2014 HAD | OEB
313423 | OEB | 000062.docx
UBS AG—Registration Statement for Debt Securities and Warrants Medium-Term Notes, Series A (Issue Dates: March 13, 2014, March 14, 2014, March 17, 2014, March 18, 2014 and March 19, 2014)
Ladies and Gentlemen:
We, Homburger AG, have acted as special Swiss counsel to UBS AG, a corporation organized under the laws of Switzerland (the Company), in connection with the issuance by the Company, acting through its London branch (the Issuing Branch), of the securities specified in Annex 1 (collectively, the Securities) pursuant to the Company’s registration statement on Form F-3 (Registration no. 333-178960) filed with the U.S. Securities and Exchange Commission on January 11, 2012 (the Registration Statement). As such special Swiss counsel, we have been requested to give our opinion as to certain matters of Swiss law relating to the Securities.
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Registration Statement.
I. Basis of Opinion
This opinion is confined to and given on the basis of the laws of Switzerland in force at the date hereof. Such laws and the interpretation thereof are subject to change. In the absence of explicit statutory law, we base our opinion solely on our independent professional judgment. This opinion is also confined to the matters stated herein and the Documents (as defined below), and is not to be read as extending, by implication or otherwise, to any agreement or document referred to in any of the Documents or any other matter.
For purposes of this opinion we have not conducted any due diligence or similar investigation as to factual circumstances, which are or may be referred to in the Documents, and we express no opinion as to the accuracy of representations and warranties of facts set out in the Documents or the factual background assumed therein.
2
For the purpose of giving this opinion, we have only examined originals or copies of the following documents (collectively, the Documents):
| (i) | an electronic copy of the Registration Statement; |
| (ii) | an electronic copy of the Indenture dated as of November 21, 2000, between UBS AG and U.S. Bank Trust National Association, as Trustee, as amended and supplemented by the First Supplemental Indenture dated as of February 28, 2006, between UBS AG and U.S. Bank Trust National Association, as Trustee (the Indenture); |
| (iii) | an electronic copy of the Amended and Restated Distribution Agreement dated November 17, 2006, among UBS AG and UBS Securities LLC and UBS Financial Services Inc., as Agents (the Distribution Agreement); |
| (iv) | electronic copies of the articles of association (Statuten) of the Company, in the version dated as February 22, 2011 (the 2011 Articles), and the version dated as of May 7, 2014 (the Articles); |
| (v) | an electronic copy of the resolutions of the Group Treasurer of the Company, dated as of December 9, 2011 (the Resolutions); |
| (vi) | electronic copies of the organizational regulations (Organisationsreglement) of the Company, including Annex B “Responsibilities and Authorities” thereto, in the version dated as of August 1, 2010 (the 2010 Organizational Regulations), and the version dated as of January 1, 2013 (the Organizational Regulations); |
| (vii) | an electronic copy of the Business Regulations Corporate Center in the version effective as of March 2, 2010 (the 2010 Business Regulations), and in the version effective as of February 20, 2013 (the 2012 Business Regulations and, together with the Organizational Regulations, the Internal Regulations); |
| (viii) | electronic copies of the “Corporate Center Delegation of Authorities”, in the version dated as of February 2, 2010 (the 2010 Delegation), and in the version dated as of March 15, 2012 (the Delegation); |
| (ix) | an electronic copy of the Group Policy on Signing Authority 1-P-000052, Category: Legal, Compliance, Governance and Ethics, valid from July 17, 2007 / version approved August 28, 2012 / version of September 17, 2012 (the Signing Authority Policy); |
3
| (x) | an electronic copy of (A) the email dated November 1, 2011, from Gordon Kiesling to Chul Chung, IB General Counsel, attaching the memo dated November 1, 2011 (the Memo), from Gordon Kiesling to Chul Chung, IB General Counsel, regarding the request for use of digital signatures in global securities, and (B) the email from Chul Chung, IB General Counsel, to Gordon Kiesling approving the Memo (collectively, the Digital Signature Approval); |
| (xi) | an electronic copy of an Officers’ Certificate, executed and delivered pursuant to section 301 of the Indenture, dated December 14, 2011, including Annex A and Annex B thereto, establishing the terms of UBS’ Medium-Term Notes, Series A (the Authorized Officers’ Certificate); |
| (xii) | an electronic copy of |
| • | an Authorized Officer’s Certificate in Support of Legal Opinions dated March 13, 2014, |
| • | an Authorized Officer’s Certificate in Support of Legal Opinions dated March 14, 2014, |
| • | an Authorized Officer’s Certificate in Support of Legal Opinions dated March 17, 2014, |
| • | an Authorized Officer’s Certificate in Support of Legal Opinions dated March 18, 2014, and |
| • | an Authorized Officer’s Certificate in Support of Legal Opinions dated March 19, 2014,, |
(collectively, the Opinion Backup Certificates);
| (xiii) | an electronic copy of |
| • | (a) a Determination of an Authorized Person dated March 13, 2014, including Annex A, setting forth the terms of the USD 442,716.15 Trigger Yield Optimization Notes due March 13, 2015 (Linked to the performance of the common stock of T-Mobile US, Inc.), (b) a Determination of an Authorized Person dated March 13, 2014, including Annex A, setting forth the terms of the USD 100,000.00 Contingent Absolute Return Autocallable Optimization Securities due March 17, 2015 (Linked to the performance of the common stock of Barrick Gold Corporation), (c) a Determination of an Authorized Person dated March 13, 2014, including Annex A, setting forth the terms of the USD 114,000.00 Trigger Phoenix Autocallable Optimization Securities due March 17, 2015 (Linked to the performance of the common stock of Fortinet, Inc.), (d) a Determination of an Authorized Person dated March 13, 2014, including Annex A, setting forth the terms of the USD 217,000.00 Trigger Phoenix Autocallable Optimization Securities due March 17, 2015 (Linked to the performance of the common stock of Tesoro Corporation), and (e) a Determination of an Authorized Person dated March 13, 2014, including Annex A, setting forth the terms of the USD 270,000.00 Trigger Phoenix Autocallable Optimization Securities due March 17, 2015 (Linked to the performance of the common stock of Cliffs Natural Resources Inc.), |
4
| • | (a) a Determination of an Authorized Person dated March 14, 2014, including Annex A, setting forth the terms of the USD 100,000.00 Airbag Yield Optimization Notes due September 16, 2014 (linked to the performance of the common stock of United States Steel Corporation), (b) a Determination of an Authorized Person dated March 14, 2014, including Annex A, setting forth the terms of the USD 100,000.00 Trigger Autocallable Optimization Securities due September 18, 2015 (Linked to the performance of the American depositary shares of Petróleo Brasileiro S.A.), (c) a Determination of an Authorized Person dated March 14, 2014, including Annex A, setting forth the terms of the USD 100,000.00 Airbag Yield Optimization Notes due September 16, 2014 (linked to the performance of the common stock of United States Steel Corporation), (d) a Determination of an Authorized Person dated March 14, 2014, including Annex A, setting forth the terms of the USD 250,000.00 Trigger Phoenix Autocallable Optimization Securities due September 18, 2015 (Linked to the performance of the common stock of Biogen Idec Inc.), (e) a Determination of an Authorized Person dated March 14, 2014, including Annex A, setting forth the terms of the USD 250,000.00 Trigger Phoenix Autocallable Optimization Securities due March 18, 2016 (Linked to the performance of the common stock of Aruba Networks, Inc.), (f) a Determination of an Authorized Person dated March 14, 2014, including Annex A, setting forth the terms of the USD 550,000.00 Trigger Phoenix Autocallable Optimization Securities due March 18, 2016 (Linked to the performance of the common stock of Facebook, Inc.), (g) a Determination of an Authorized Person dated March 14, 2014, including Annex A, setting forth the terms of the USD 250,000.00 Trigger Phoenix Autocallable Optimization Securities due September 18, 2015 (Linked to the performance of the common stock of Facebook, Inc.), (h) a Determination of an Authorized Person dated March 14, 2014, including Annex A, setting forth the terms of the USD 180,000.00 Trigger Autocallable Optimization Securities due March 18, 2016 (Linked to the performance of the common stock of Facebook, Inc.), (i) a Determination of an Authorized Person dated March 14, 2014, including Annex A, setting forth the terms of the USD 100,000.00 Trigger Phoenix Autocallable Optimization Securities due March 18, 2015 (Linked to the performance of the American depositary shares of Petróleo Brasileiro S.A.), (j) a Determination of an Authorized Person dated March 14, 2014, including Annex A, setting forth the terms of the USD 250,000.00 Trigger Phoenix Autocallable Optimization Securities due March 18, 2016 (Linked to the performance of the common stock of Tesoro Corporation), (k) a Determination of an Authorized Person dated March 14, 2014, including Annex A, setting forth the terms of the USD 190,000.00 Trigger Phoenix Autocallable Optimization Securities due March 18, 2015 (Linked to the performance of the common stock of Yahoo! Inc.), and (l) a Determination of an Authorized Person dated March 14, 2014, including Annex A, setting forth the terms of the USD 125,000.00 Contingent Absolute Return Autocallable Optimization Securities due March 18, 2015 (linked to the performance of the common stock of Cobalt International Energy, Inc.), |
5
| • | (a) a Determination of an Authorized Person dated March 17, 2014, including Annex A, setting forth the terms of the USD 200,000.00 Trigger Phoenix Autocallable Optimization Securities due March 19, 2015 (Linked to the performance of the common stock of PulteGroup, Inc.), (b) a Determination of an Authorized Person dated March 17, 2014, including Annex A, setting forth the terms of the USD 305,000.00 Contingent Absolute Return Autocallable Optimization Securities due March 19, 2015 (linked to the performance of the common stock of Gilead Sciences, Inc.), (c) a Determination of an Authorized Person dated March 17, 2014, including Annex A, setting forth the terms of the USD 305,000.00 Trigger Phoenix Autocallable Optimization Securities due March 21, 2016 (Linked to the performance of the common stock of Bristol-Myers Squibb Company), (d) a Determination of an Authorized Person dated March 17, 2014, including Annex A, setting forth the terms of the USD 200,000.00 Trigger Phoenix Autocallable Optimization Securities due March 21, 2016 (Linked to the performance of the common stock of Facebook, Inc.), (e) a Determination of an Authorized Person dated March 17, 2014, including Annex A, setting forth the terms of the USD 200,000.00 Trigger Phoenix Autocallable Optimization Securities due March 21, 2016 (Linked to the performance of the common stock of The Dow Chemical Company), (f) a Determination of an Authorized Person dated March 17, 2014, including Annex A, setting forth the terms of the USD 153,215.72 Trigger Yield Optimization Notes due March 17, 2015 (Linked to the performance of the common stock of Rite Aid Corporation), (g) a Determination of an Authorized Person dated March 17, 2014, including Annex A, setting forth the terms of the USD 100,000.00 Trigger Phoenix Autocallable Optimization Securities due March 19, 2015 (Linked to the performance of the common stock of PulteGroup, Inc.), and (h) a Determination of an Authorized Person dated March 17, 2014, including Annex A, setting forth the terms of the USD 100,000.00 Trigger Phoenix Autocallable Optimization Securities due March 19, 2015 (Linked to the performance of the American depositary shares of CEMEX, S.A.B. de C.V.), |
| • | (a) a Determination of an Authorized Person dated March 18, 2014, including Annex A, setting forth the terms of the USD 154,980.27 Trigger Yield Optimization Notes due March 18, 2015 (Linked to the performance of the common stock of GT Advanced Technologies Inc.), (b) a Determination of an Authorized Person dated March 18, 2014, including Annex A, setting forth the terms of the USD 99,992.98 Trigger Yield Optimization Notes due March 18, 2015 (Linked to the performance of the American depositary shares of Petróleo Brasileiro S.A.), (c) a Determination of an Authorized Person dated March 18, 2014, including Annex A, setting forth the terms of the USD 99,967.66 Trigger Yield Optimization Notes due September 17, 2015 (Linked to the performance of the common stock of Delta Air Lines, Inc.), (d) a Determination of an Authorized Person dated March 18, 2014, including Annex A, setting forth the terms of the USD 224,962.22 Trigger Yield Optimization Notes due March 18, 2015 (Linked to the performance of the common stock of PulteGroup, Inc.), (e) a Determination of an Authorized Person dated March 18, 2014, including Annex A, setting forth the terms of the USD 165,000.00 |
6
| Trigger Phoenix Autocallable Optimization Securities due March 20, 2015 (Linked to the performance of the common stock of Peabody Energy Corporation), (f) a Determination of an Authorized Person dated March 18, 2014, including Annex A, setting forth the terms of the USD 100,000.00 Trigger Phoenix Autocallable Optimization Securities due March 20, 2015 (Linked to the performance of the American depositary shares of Gerdau S.A.), (g) a Determination of an Authorized Person dated March 18, 2014, including Annex A, setting forth the terms of the USD 140,000.00 Trigger Phoenix Autocallable Optimization Securities due March 20, 2015 (Linked to the performance of the common stock of General Motors Company), (h) a Determination of an Authorized Person dated March 18, 2014, including Annex A, setting forth the terms of the USD 135,000.00 Contingent Absolute Return Autocallable Optimization Securities due March 21, 2016 (Linked to the performance of the common stock of Facebook, Inc.), (i) a Determination of an Authorized Person dated March 18, 2014, including Annex A, setting forth the terms of the USD 100,000.00 Trigger Phoenix Autocallable Optimization Securities due March 20, 2015 (Linked to the performance of the common stock of PulteGroup, Inc.), and (j) a Determination of an Authorized Person dated March 18, 2014, including Annex A, setting forth the terms of the USD 260,000.00 Trigger Phoenix Autocallable Optimization Securities due March 20, 2015 (Linked to the performance of the common stock of Facebook, Inc.), and |
| • | (a) a Determination of an Authorized Person dated March 19, 2014, including Annex A, setting forth the terms of the USD 300,000.00 Trigger Phoenix Autocallable Optimization Securities due September 21, 2015 (Linked to the performance of the common stock of Celgene Corporation), (b) a Determination of an Authorized Person dated March 19, 2014, including Annex A, setting forth the terms of the USD 100,000.00 Trigger Phoenix Autocallable Optimization Securities due September 21, 2015 (Linked to the performance of the common stock of Gilead Sciences, Inc.), (c) a Determination of an Authorized Person dated March 19, 2014, |
7
| including Annex A, setting forth the terms of the USD 203,470.00 Trigger Phoenix Autocallable Optimization Securities due March 23, 2015 (Linked to the performance of the common stock of United Rentals, Inc.), (d) a Determination of an Authorized Person dated March 19, 2014, including Annex A, setting forth the terms of the USD 327,000.00 Trigger Phoenix Autocallable Optimization Securities due September 21, 2015 (Linked to the performance of the common stock of Facebook, Inc.), (e) a Determination of an Authorized Person dated March 19, 2014, including Annex A, setting forth the terms of the USD 300,000.00 Trigger Phoenix Autocallable Optimization Securities due September 21, 2015 (Linked to the performance of the common stock of Facebook, Inc.), (f) a Determination of an Authorized Person dated March 19, 2014, including Annex A, setting forth the terms of the USD 300,000.00 Trigger Phoenix Autocallable Optimization Securities due September 21, 2015 (Linked to the performance of the common stock of Celgene Corporation), (g) a Determination of an Authorized Person dated March 19, 2014, including Annex A, setting forth the terms of the USD 111,010.00 Trigger Phoenix Autocallable Optimization Securities due March 23, 2015 (Linked to the performance of the common stock of Delta Air Lines, Inc.), (h) a Determination of an Authorized Person dated March 19, 2014, including Annex A, setting forth the terms of the USD 727,000.00 Trigger Phoenix Autocallable Optimization Securities due March 23, 2015 (Linked to the performance of the common stock of PulteGroup, Inc.), (i) a Determination of an Authorized Person dated March 19, 2014, including Annex A, setting forth the terms of the USD 450,000.00 Trigger Phoenix Autocallable Optimization Securities due September 21, 2015 (Linked to the performance of the common stock of Facebook, Inc.), (j) a Determination of an Authorized Person dated March 19, 2014, including Annex A, setting forth the terms of the USD 160,130.00 Trigger Phoenix Autocallable Optimization Securities due March 23, 2015 (Linked to the performance of the common stock of Biogen Idec Inc.), (k) a Determination of an Authorized Person dated March 19, 2014, including Annex A, setting forth the terms of the USD 131,100.00 Trigger Phoenix Autocallable Optimization Securities due March 23, 2015 (Linked to the performance of the common stock of Facebook, Inc.), (l) a Determination of an Authorized Person dated March 19, 2014, including Annex A, setting forth the terms of the USD 250,000.00 Reverse Convertibles due June 19, 2014 (Linked to the performance of the common stock of First Solar, Inc.), (m) a Determination of an Authorized Person dated March 19, 2014, including Annex A, setting forth the terms of the USD 192,000.00 Contingent Absolute Return Autocallable Optimization Securities due March 23, 2015 (Linked to the performance of the common stock of Facebook, Inc.), (n) a Determination of an Authorized Person dated March 19, 2014, including Annex A, setting forth the terms of the USD 1,140,000.00 Trigger Phoenix Autocallable Optimization Securities due September 21, 2015 (Linked to the performance of the common stock of Peabody Energy Corporation), (o) a Determination of an Authorized Person dated March 19, 2014, including Annex A, setting forth the terms of the USD 1,809,000.00 Trigger Phoenix Autocallable Optimization Securities due September 21, 2015 (Linked to the performance of the common stock of Peabody Energy Corporation), (p) a Determination of an Authorized Person dated March 19, 2014, including Annex A, setting forth the terms of the USD 4,667,000 Contingent Absolute Return Autocallable Optimization Securities due March 23, 2015 (Linked to the common stock of Catamaran Corporation), Annex B, setting forth the terms of the USD 3,516,290 Contingent Absolute Return Autocallable Optimization Securities due March 23, 2015 (Linked to the common stock of Medivation, |
8
| Inc.), and Annex C, setting forth the terms of the USD 691,700 Contingent Absolute Return Autocallable Optimization Securities due March 23, 2015 (Linked to the American depositary shares of Rio Tinto plc), (q) a Determination of an Authorized Person dated March 19, 2014, including Annex A, setting forth the terms of the USD 3,758,450 Trigger Phoenix Autocallable Optimization Securities due March 20, 2024 (Linked to the least performing index between the EURO STOXX 50® Index and the MSCI® Emerging Markets IndexSM), and (r) a Determination of an Authorized Person dated March 19, 2014, including Annex A, setting forth the terms of the USD 3,290,000 Airbag Autocallable Yield Optimization Notes due March 19, 2015 (Linked to the common shares of Agnico-Eagle Mines Limited), Annex B, setting forth the terms of the USD 3,790,000 Airbag Autocallable Yield Optimization Notes due March 19, 2015 (Linked to the American depositary shares of CEMEX, S.A.B. de C.V.), Annex C, setting forth the terms of the USD 2,753,000 Airbag Autocallable Yield Optimization Notes due March 19, 2015 (Linked to the Common stock of Five Below, Inc.), Annex D, setting forth the terms of the USD 6,199,000 Airbag Autocallable Yield Optimization Notes due March 19, 2015 (Linked to the Common stock of Incyte Corporation), and Annex E, setting forth the terms of the USD 5,588,000 Airbag Autocallable Yield Optimization Notes due March 19, 2015 (Linked to the Common stock of Oasis Petroleum Inc.), |
and collectively, the Determinations and, together with the Opinion Backup Certificates and the Authorized Officer’s Certificate, the Officers’ Certificates);
| (xiv) | electronic excerpts of the “Global directory of UBS authorized signatories” |
as provided per e-mails from Joan Newton dated July 8, 2014 regarding signature authority of Hina Mehta, Sarah Starkweather, Gordon S. Kiesling and Timothy Geller, and
as provided per e-mail from Joan Newton dated July 9, 2014 regarding signature authority of Hina Mehta, Sarah Starkweather, Gordon S. Kiesling and Timothy Geller; and
| (xv) | an electronic excerpt from the Register of Commerce for the Company dated as of July 17, 2014 (the Excerpt). |
No documents have been reviewed by us in connection with this opinion other than the Documents. Accordingly, we shall limit our opinion to the Documents and their legal implications under Swiss law.
In this opinion, Swiss legal concepts are expressed in English terms and not in their original language. These concepts may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions. With respect to Documents governed by laws other than the laws of Switzerland, for purposes of this opinion we have relied on the plain meaning of the words and expressions contained therein without regard to any import they may have under the relevant governing law.
9
II. Assumptions
For the purpose of this opinion, we have assumed the following:
| (a) | all documents produced to us as originals are authentic and complete, and all documents produced to us as copies (including, without limitation, fax and electronic copies) conform to the original; |
| (b) | all documents produced to us as originals and the originals of all documents produced to us as copies were duly executed and certified, as applicable, in the manner and by the individuals purported to have executed or certified, as the case may be, such documents; |
| (c) | except as expressly opined upon herein, all information contained in the Documents is, and all material statements made to us in connection with the Documents are, true and accurate; |
| (d) | the Securities will be issued under the Indenture, and the issuance, offering and sale of the Securities will be conducted in the manner described in the Registration Statement, the Indenture and the Distribution Agreement; |
| (e) | the Securities will neither directly nor indirectly be offered or distributed in and from Switzerland or to Swiss investors having a domicile in Switzerland nor be listed on a Swiss exchange; |
| (f) | (i) the Securities will be executed substantially in the form as set out in the relevant Determination and will be consistent with the form of securities set out in the Authorized Officer’s Certificate and the Indenture, (ii) the Securities and any documents in connection with such Securities will be duly executed in accordance with the Indenture, the Resolutions (including, without limitation, the list of Authorized Officers set out in Schedule I thereto), and the Officers’ Certificates, and (iii) the terms and conditions set out in the Securities correspond and conform to the relevant Determination, the Indenture and the Authorized Officers’ Certificate; |
| (g) | the inclusion of any alternative or additional terms in any Securities that are not currently specified in the Authorized Officer’s Certificate will not (i) require the Company, acting through the Issuing Branch, to obtain any regulatory consent, authorization or approval or make any regulatory filing in order for the Issuing Branch to issue, sell and deliver such Securities, (ii) require any further corporate approval or consent, or (iii) violate mandatory provisions of Swiss law; |
10
| (h) | the Excerpt is correct, complete and up-to-date, and the Articles, the Internal Regulations, the Delegation, the Signing Authority Policy and the Digital Signature Approval are in full force and effect and have not been amended; |
| (i) | as of the date of the Resolutions, the 2011 Articles, the 2010 Organizational Regulations, the 2010 Business Regulations and the 2010 Delegation were in full force and effect and had not been amended; |
| (j) | the Resolutions (including, without limitation, the list of Authorized Officers set out in Schedule I thereto) (i) have been duly resolved in meetings duly convened and otherwise in the manner set forth therein, and (ii) have not been rescinded or amended and are in full force and effect; |
| (k) | the Officers’ Certificates have not been rescinded or amended and are in full force and effect; |
| (l) | in the case of any Securities and documents in connection with such Securities that have been executed using signatures that were reproduced by machine, (i) each person whose signature was reproduced by machine consented to such reproduction and (ii) such Securities qualify as the structured notes produced for the Equity Investor System for the US structured products business, as described in the Memo; |
| (m) | all required corporate approvals have been obtained if the aggregate initial offering price of all the securities having been issued and sold from time to time pursuant to the Resolutions (including the Securities) exceeds USD 10,000,000,000 (or its equivalent in another currency, currencies or composite currency); |
| (n) | the Registration Statement, the Indenture and the Distribution Agreement have been duly authorized and are in full force and effect and none of the Registration Statement, the Indenture and the Distribution Agreement has been terminated, rescinded, amended or supplemented in any way; and |
| (o) | the choice of the law of the State of New York as the governing law of, and the submission by the parties thereto to the non-exclusive jurisdiction of the federal and state courts in the Borough of Manhattan, The City of New York provided for in, the Indenture is valid and legally binding under the law of the State of New York. |
11
III. Opinion
Based on the foregoing and subject to the qualifications set out below, we are of the opinion that:
| 1. | All necessary corporate action by the Company related to the issuance and sale of the Securities was duly authorized in conformity with the Articles, the Internal Regulations and the Delegation as a matter of Swiss law. |
| 2. | The choice of the law of the State of New York as the governing law of the Indenture is a valid choice of law among the parties thereto under the laws of Switzerland, and in any action brought before a court of competent jurisdiction in Switzerland, New York law would be recognized and applied by such court to all issues for which the proper or governing law of a contract is applicable under the conflict of laws rules of Switzerland; provided, however, that (i) such choice of law may not extend to non-contractual obligations, (ii) the content of the relevant laws of New York may need to be proven by the relevant party, and (iii) a Swiss court would apply Swiss procedural rules. |
| 3. | The submission by the Company to the non-exclusive jurisdiction of the federal and state courts in the Borough of Manhattan, The City of New York contained in the Indenture is valid and legally binding on it under the laws of Switzerland. |
IV. Qualifications
The above opinions are subject to the following qualifications:
| (a) | The lawyers of our firm are members of the Zurich bar and do not hold themselves to be experts in any laws other than the laws of Switzerland. Accordingly, we are opining herein as to Swiss law only and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction. |
| (b) | According to article 10 of the Swiss Private International Law Act of December 18, 1987, as amended (the Private International Law Act), and article 31 of the Convention on Jurisdiction and the Recognition and Enforcement of Judgments in Civil and Commercial Matters of October 30, 2007 (the Lugano Convention), Swiss courts may order preliminary measures (such as injunctions) even where they do not have jurisdiction over the substance of the matter. |
| (c) | Contractual submissions to a particular jurisdiction are subject to mandatory provisions on (i) the protection of consumers, insured persons and employees pursuant to the Lugano Convention, the Private International Law Act and such other international treaties by which Switzerland is bound, and (ii) enforcement proceedings that do not qualify as civil actions. |
12
| (d) | We do not express any opinion as to the validity or enforceability of the Securities, the Indenture or any other agreement or as to the accuracy or completeness of the information set out in the Registration Statement including, without limitation, the representations and warranties contained therein. |
| (e) | Further, we express no opinion as to banking or insurance regulatory matters or as to any commercial, accounting, calculating, auditing or other non-legal matter. Also, we express no opinion as to tax matters. |
* * *
We have issued this opinion as of the date hereof and we assume no obligation to advise you of any changes in fact or in law that are made or brought to our attention hereafter.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. 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, as amended.
This opinion may be relied upon by you in connection with the issuance of the Securities. Without our prior written consent, this opinion may not be (i) used or relied upon by any other person, (ii) used or relied upon by you except in relation to the issuance of the Securities, or (iii) transmitted or disclosed to any other person except as provided in the immediately preceding paragraph.
This opinion is governed by and shall be construed in accordance with the laws of Switzerland. We confirm our understanding that all disputes arising out of or in connection with this opinion shall be
subject to the exclusive jurisdiction of the courts of the Canton of Zurich, Switzerland, venue being Zurich 1.
Sincerely yours,
Homburger AG
13
Annex 1 to the Legal Opinion dated July 28, 2014
| a) | Securities with issue date March 13, 2014 |
| 1. | USD 442,716.15 Trigger Yield Optimization Notes due March 13, 2015 (Linked to the performance of the common stock of T-Mobile US, Inc.), issued through UBS AG, London Branch |
| 2. | USD 100,000.00 Contingent Absolute Return Autocallable Optimization Securities due March 17, 2015 (Linked to the performance of the common stock of Barrick Gold Corporation), issued through UBS AG, London Branch |
| 3. | USD 114,000.00 Trigger Phoenix Autocallable Optimization Securities due March 17, 2015 (Linked to the performance of the common stock of Fortinet, Inc.), issued through UBS AG, London Branch |
| 4. | USD 217,000.00 Trigger Phoenix Autocallable Optimization Securities due March 17, 2015 (Linked to the performance of the common stock of Tesoro Corporation), issued through UBS AG, London Branch |
| 5. | USD 270,000.00 Trigger Phoenix Autocallable Optimization Securities due March 17, 2015 (Linked to the performance of the common stock of Cliffs Natural Resources Inc.), issued through UBS AG, London Branch |
| b) | Securities with issue date March 14, 2014 |
| 6. | USD 100,000.00 Airbag Yield Optimization Notes due September 16, 2014 (linked to the performance of the common stock of United States Steel Corporation), issued through UBS AG, London Branch |
| 7. | USD 100,000.00 Trigger Autocallable Optimization Securities due September 18, 2015 (Linked to the performance of the American depositary shares of Petróleo Brasileiro S.A.), issued through UBS AG, London Branch |
| 8. | USD 100,000.00 Airbag Yield Optimization Notes due September 16, 2014 (linked to the performance of the common stock of United States Steel Corporation), issued through UBS AG, London Branch |
14
| 9. | USD 250,000.00 Trigger Phoenix Autocallable Optimization Securities due September 18, 2015 (Linked to the performance of the common stock of Biogen Idec Inc.), issued through UBS AG, London Branch |
| 10. | USD 250,000.00 Trigger Phoenix Autocallable Optimization Securities due March 18, 2016 (Linked to the performance of the common stock of Aruba Networks, Inc.), issued through UBS AG, London Branch |
| 11. | USD 550,000.00 Trigger Phoenix Autocallable Optimization Securities due March 18, 2016 (Linked to the performance of the common stock of Facebook, Inc.), issued through UBS AG, London Branch |
| 12. | USD 250,000.00 Trigger Phoenix Autocallable Optimization Securities due September 18, 2015 (Linked to the performance of the common stock of Facebook, Inc.), issued through UBS AG, London Branch |
| 13. | USD 180,000.00 Trigger Autocallable Optimization Securities due March 18, 2016 (Linked to the performance of the common stock of Facebook, Inc.), issued through UBS AG, London Branch |
| 14. | USD 100,000.00 Trigger Phoenix Autocallable Optimization Securities due March 18, 2015 (Linked to the performance of the American depositary shares of Petróleo Brasileiro S.A.), issued through UBS AG, London Branch |
| 15. | USD 250,000.00 Trigger Phoenix Autocallable Optimization Securities due March 18, 2016 (Linked to the performance of the common stock of Tesoro Corporation), issued through UBS AG, London Branch |
| 16. | USD 190,000.00 Trigger Phoenix Autocallable Optimization Securities due March 18, 2015 (Linked to the performance of the common stock of Yahoo! Inc.), issued through UBS AG, London Branch |
| 17. | USD 125,000.00 Contingent Absolute Return Autocallable Optimization Securities due March 18, 2015 (linked to the performance of the common stock of Cobalt International Energy, Inc.), issued through UBS AG, London Branch |
15
| c) | Securities with issue date March 17, 2014 |
| 18. | USD 200,000.00 Trigger Phoenix Autocallable Optimization Securities due March 19, 2015 (Linked to the performance of the common stock of PulteGroup, Inc.), issued through UBS AG, London Branch |
| 19. | USD 305,000.00 Contingent Absolute Return Autocallable Optimization Securities due March 19, 2015 (linked to the performance of the common stock of Gilead Sciences, Inc.), issued through UBS AG, London Branch |
| 20. | USD 305,000.00 Trigger Phoenix Autocallable Optimization Securities due March 21, 2016 (Linked to the performance of the common stock of Bristol-Myers Squibb Company), issued through UBS AG, London Branch |
| 21. | USD 200,000.00 Trigger Phoenix Autocallable Optimization Securities due March 21, 2016 (Linked to the performance of the common stock of Facebook, Inc.), issued through UBS AG, London Branch |
| 22. | USD 200,000.00 Trigger Phoenix Autocallable Optimization Securities due March 21, 2016 (Linked to the performance of the common stock of The Dow Chemical Company), issued through UBS AG, London Branch |
| 23. | USD 153,215.72 Trigger Yield Optimization Notes due March 17, 2015 (Linked to the performance of the common stock of Rite Aid Corporation), issued through UBS AG, London Branch |
| 24. | USD 100,000.00 Trigger Phoenix Autocallable Optimization Securities due March 19, 2015 (Linked to the performance of the common stock of PulteGroup, Inc.), issued through UBS AG, London Branch |
| 25. | USD 100,000.00 Trigger Phoenix Autocallable Optimization Securities due March 19, 2015 (Linked to the performance of the American depositary shares of CEMEX, S.A.B. de C.V.), issued through UBS AG, London Branch |
| d) | Securities with issue date March 18, 2014 |
| 26. | USD 154,980.27 Trigger Yield Optimization Notes due March 18, 2015 (Linked to the performance of the common stock of GT Advanced Technologies Inc.), issued through UBS AG, London Branch |
16
| 27. | USD 99,992.98 Trigger Yield Optimization Notes due March 18, 2015 (Linked to the performance of the American depositary shares of Petróleo Brasileiro S.A.), issued through UBS AG, London Branch |
| 28. | USD 99,967.66 Trigger Yield Optimization Notes due September 17, 2015 (Linked to the performance of the common stock of Delta Air Lines, Inc.), issued through UBS AG, London Branch |
| 29. | USD 224,962.22 Trigger Yield Optimization Notes due March 18, 2015 (Linked to the performance of the common stock of PulteGroup, Inc.), issued through UBS AG, London Branch |
| 30. | USD 165,000.00 Trigger Phoenix Autocallable Optimization Securities due March 20, 2015 (Linked to the performance of the common stock of Peabody Energy Corporation), issued through UBS AG, London Branch |
| 31. | USD 100,000.00 Trigger Phoenix Autocallable Optimization Securities due March 20, 2015 (Linked to the performance of the American depositary shares of Gerdau S.A.), issued through UBS AG, London Branch |
| 32. | USD 140,000.00 Trigger Phoenix Autocallable Optimization Securities due March 20, 2015 (Linked to the performance of the common stock of General Motors Company), issued through UBS AG, London Branch |
| 33. | USD 135,000.00 Contingent Absolute Return Autocallable Optimization Securities due March 21, 2016 (Linked to the performance of the common stock of Facebook, Inc.), issued through UBS AG, London Branch |
| 34. | USD 100,000.00 Trigger Phoenix Autocallable Optimization Securities due March 20, 2015 (Linked to the performance of the common stock of PulteGroup, Inc.), issued through UBS AG, London Branch |
| 35. | USD 260,000.00 Trigger Phoenix Autocallable Optimization Securities due March 20, 2015 (Linked to the performance of the common stock of Facebook, Inc.), issued through UBS AG, London Branch |
17
| e) | Securities with issue date March 18, 2014 |
| 36. | USD 300,000.00 Trigger Phoenix Autocallable Optimization Securities due September 21, 2015 (Linked to the performance of the common stock of Celgene Corporation), issued through UBS AG, London Branch |
| 37. | USD 100,000.00 Trigger Phoenix Autocallable Optimization Securities due September 21, 2015 (Linked to the performance of the common stock of Gilead Sciences, Inc.), issued through UBS AG, London Branch |
| 38. | USD 203,470.00 Trigger Phoenix Autocallable Optimization Securities due March 23, 2015 (Linked to the performance of the common stock of United Rentals, Inc.), issued through UBS AG, London Branch |
| 39. | USD 327,000.00 Trigger Phoenix Autocallable Optimization Securities due September 21, 2015 (Linked to the performance of the common stock of Facebook, Inc.), issued through UBS AG, London Branch |
| 40. | USD 300,000.00 Trigger Phoenix Autocallable Optimization Securities due September 21, 2015 (Linked to the performance of the common stock of Facebook, Inc.), issued through UBS AG, London Branch |
| 41. | USD 300,000.00 Trigger Phoenix Autocallable Optimization Securities due September 21, 2015 (Linked to the performance of the common stock of Celgene Corporation), issued through UBS AG, London Branch |
| 42. | USD 111,010.00 Trigger Phoenix Autocallable Optimization Securities due March 23, 2015 (Linked to the performance of the common stock of Delta Air Lines, Inc.), issued through UBS AG, London Branch |
| 43. | USD 727,000.00 Trigger Phoenix Autocallable Optimization Securities due March 23, 2015 (Linked to the performance of the common stock of PulteGroup, Inc.), issued through UBS AG, London Branch |
| 44. | USD 450,000.00 Trigger Phoenix Autocallable Optimization Securities due September 21, 2015 (Linked to the performance of the common stock of Facebook, Inc.), issued through UBS AG, London Branch |
18
| 45. | USD 160,130.00 Trigger Phoenix Autocallable Optimization Securities due March 23, 2015 (Linked to the performance of the common stock of Biogen Idec Inc.), issued through UBS AG, London Branch |
| 46. | USD 131,100.00 Trigger Phoenix Autocallable Optimization Securities due March 23, 2015 (Linked to the performance of the common stock of Facebook, Inc.), issued through UBS AG, London Branch |
| 47. | USD 250,000.00 Reverse Convertibles due June 19, 2014 (Linked to the performance of the common stock of First Solar, Inc.), issued through UBS AG, London Branch |
| 48. | USD 192,000.00 Contingent Absolute Return Autocallable Optimization Securities due March 23, 2015 (Linked to the performance of the common stock of Facebook, Inc.), issued through UBS AG, London Branch |
| 49. | USD 1,140,000.00 Trigger Phoenix Autocallable Optimization Securities due September 21, 2015 (Linked to the performance of the common stock of Peabody Energy Corporation), issued through UBS AG, London Branch |
| 50. | USD 1,809,000.00 Trigger Phoenix Autocallable Optimization Securities due September 21, 2015 (Linked to the performance of the common stock of Peabody Energy Corporation), issued through UBS AG, London Branch |
| 51. | USD 4,667,000 Contingent Absolute Return Autocallable Optimization Securities due March 23, 2015 (Linked to the common stock of Catamaran Corporation), issued through UBS AG, London Branch |
| 52. | USD 3,516,290 Contingent Absolute Return Autocallable Optimization Securities due March 23, 2015 (Linked to the common stock of Medivation, Inc.), issued through UBS AG, London Branch |
| 53. | USD 691,700 Contingent Absolute Return Autocallable Optimization Securities due March 23, 2015 (Linked to the American depositary shares of Rio Tinto plc), issued through UBS AG, London Branch |
| 54. | USD 3,758,450 Trigger Phoenix Autocallable Optimization Securities due March 20, 2024 (Linked to the least performing index between the EURO STOXX 50® Index and the MSCI® Emerging Markets IndexSM), issued through UBS AG, London Branch |
19
| 55. | USD 3,290,000 Airbag Autocallable Yield Optimization Notes due March 19, 2015 (Linked to the common shares of Agnico-Eagle Mines Limited), issued through UBS AG, London Branch |
| 56. | USD 3,790,000 Airbag Autocallable Yield Optimization Notes due March 19, 2015 (Linked to the American depositary shares of CEMEX, S.A.B. de C.V.), issued through UBS AG, London Branch |
| 57. | USD 2,753,000 Airbag Autocallable Yield Optimization Notes due March 19, 2015 (Linked to the Common stock of Five Below, Inc.), issued through UBS AG, London Branch |
| 58. | USD 6,199,000 Airbag Autocallable Yield Optimization Notes due March 19, 2015 (Linked to the Common stock of Incyte Corporation), issued through UBS AG, London Branch |
| 59. | USD 5,588,000 Airbag Autocallable Yield Optimization Notes due March 19, 2015 (Linked to the Common stock of Oasis Petroleum Inc.), issued through UBS AG, London Branch |
20
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| UBS AG | ||
| By: | /s/ Kiye Sakai | |
| Name: Kiye Sakai | ||
| Title: Managing Director | ||
| By: | /s/ Sarah Starkweather | |
| Name: Sarah Starkweather | ||
| Title: Executive Director | ||
Date: 28 July 2014
21