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
For the month of October, 2014
Commission File Number 001-33434
CREDIT SUISSE AG


(Translation of Registrant’s Name Into English)
Paradeplatz 8, CH-8070 Zurich, Switzerland
(Address of Principal Executive Offices)

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   o
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
 
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
 
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
 
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
 
Yes   o   No   x
 
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-.
 
 
 
 

 
 
 
Explanatory note
 
This Report on Form 6-K contains the exhibits set forth below. This report on Form 6-K and such exhibits are hereby incorporated by reference into Registration Statement No. 333-180300-03 of Credit Suisse AG.

Exhibit 5.1: Opinion of Davis Polk & Wardwell LLP, U.S. counsel to the Company, with respect to the validity of the Notes under New York law; and

Exhibit 5.2: Opinion of Davis Polk & Wardwell LLP, U.S. counsel to the Company, with respect to the validity of the Warrants under New York law; and

Exhibit 5.3: Opinion of Homburger AG, Swiss counsel to the Company, with respect to the Warrants, as to certain matters under Swiss law.

Exhibit 99.1: Tax Opinion of Orrick, Herrington & Sutcliffe LLP, dated October 17, 2014, relating to the registrant’s 1 Year 8.75% per annum Autocallable Yield Notes due October 19, 2015 Linked to the Performance of the Market Vectors Gold Miners ETF; and

Exhibit 99.2: Tax Opinion of Orrick, Herrington & Sutcliffe LLP, dated October 17, 2014, relating to the registrant’s 13.25% per annum Contingent Coupon Callable Yield Notes due October 17, 2016 Linked to the Performance of the S&P 500® Index, the Russell 2000® Index and the EURO STOXX 50® Index.

 
 
 

 
 
 
 
     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.
 
 
CREDIT SUISSE AG
 
 
 
 
Date: October 17, 2014
By:
/s/ Michael G. Clark
 
 
 
Name:
Michael G. Clark
 
 
 
Title:
Authorized Officer
 
 
 
By:
/s/ Gina Orlins
 
 
 
Name:
Gina Orlins
 
 
 
Title:
Authorized Officer
 


 
 
 


 
Exhibit 5.1
 
 
New York
Menlo Park
Washington DC
São Paulo
London
Paris
Madrid
Tokyo
Beijing
Hong Kong
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
212 450 4000 tel
212 701 5800 fax
 
 
 
October 17, 2014

Credit Suisse AG
Paradeplatz 8
CH 8070 Zurich, Switzerland
 
Ladies and Gentlemen:
 
Credit Suisse AG, a corporation organized under the laws of Switzerland (the “Company”), has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form F-3 (File No. 333-180300-03) (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), among other securities, the Company’s Medium-Term Notes to be issued from time to time by the Company through its London branch.  These securities include the notes identified in Exhibit A attached hereto (the “Notes”). The Notes have been issued pursuant to the Senior Indenture dated as of March 29, 2007 (the “Indenture”) between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Trustee”), as amended and supplemented from time to time and in effect as of the date hereof.
 
We, as your United States counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
 
In rendering the opinions expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
 
Based upon the foregoing, we advise you that in our opinion, the Notes, when duly executed, authenticated and issued and delivered in accordance with the terms of the Indenture and the applicable underwriting or other distribution agreement against payment therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to applicable bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that we express no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above.
 
 
 

 
Credit Suisse AG
2
October 17, 2014
 
 
We are members of the Bar of the State of New York, and we express no opinion as to the laws of any jurisdiction other than the laws of the State of New York.  Insofar as the foregoing opinion involves matters governed by Swiss law, we have relied, without independent inquiry or investigation, on the opinion of Homburger AG, Swiss legal counsel for the Company, dated July 1, 2014 and filed by the Company with the Commission as an exhibit to a Report on Form 6-K on July 1, 2014. Our opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in the opinion of Homburger AG.
 
In connection with the opinion above, we have assumed that the Trustee is validly existing and in good standing under the laws of the jurisdiction of its organization. In addition, we have assumed that the execution, delivery and performance of the Indenture (1) are within the corporate powers of the Trustee, (2) do not and will not contravene, or constitute a default under, the certificate of incorporation or bylaws or other constitutive documents of the Trustee, (3) require no action by or in respect of, or filing with, any governmental body, agency or official and (4) do not contravene, or constitute a default under, any provision of applicable law or regulation, public policy or any judgment, injunction, order or decree or any agreement or other instrument binding upon the Company or the Trustee; and that the Indenture has been duly authorized, executed and delivered by the Trustee and is a valid, binding and enforceable agreement of the Trustee.
 
We express no opinion as to (x) provisions in the Indenture that purport to waive objections to venue, claims that a particular jurisdiction is an inconvenient forum or the like, (y) whether a United States federal court would have subject-matter or personal jurisdiction over a controversy arising under the Notes or (z) the effectiveness of any service of process made other than in accordance with applicable law.  In addition, we note that the enforceability in the United States of Section 10.08(c) of the Indenture is subject to the limitations set forth in the United States Foreign Sovereign Immunities Act of 1976.
 
We express no opinion as to (i) whether a New York State or United States federal court would render or enforce a judgment in a currency other than U.S. Dollars or (ii) the exchange rate that such a court would use in rendering a judgment in U.S. Dollars in respect of an obligation in any other currency.
 
We hereby consent to the filing of this opinion as an exhibit to a report on Form 6-K to be filed by the Company on the date hereof and incorporated by reference into the Registration Statement.
 
In giving our consent above, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
 
Very truly yours,
 
 
 
/s/ Davis Polk & Wardwell LLP

 
 
 

 
Credit Suisse AG
3
October 17, 2014
 
 
Exhibit A
 
Title of Securities
Date of Final Pricing Supplement
Pricing Supplement No.
Principal Amount
CUSIP
13.25% per annum Contingent Coupon Callable Yield Notes due October 17, 2016
October 10, 2014
U1092
$5,250,000
22547QUU8
1 Year 8.75% per annum Autocallable Yield Notes due October 19, 2015
October 14, 2014
F84
$499,000
22547QUJ3

 
 
 
 


 
Exhibit 5.2
 
 
New York
Menlo Park
Washington DC
São Paulo
London
Paris
Madrid
Tokyo
Beijing
Hong Kong
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
212 450 4000 tel
212 701 5800 fax
 
 
 
October 16, 2014

Credit Suisse AG
Paradeplatz 8
CH 8070 Zurich, Switzerland
 
Ladies and Gentlemen:
 
Credit Suisse AG, a corporation organized under the laws of Switzerland (the “Company”), has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form F-3 (File No. 333-180300-03) (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), among other securities, the Company’s Warrants to be issued from time to time by the Company through its Nassau branch.  These securities include the warrants identified in Exhibit A attached hereto (the “Warrants”). The Warrants have been issued pursuant to the Warrant Agreement dated as of June 18, 2009, as amended and supplemented from time to time and in effect as of the date hereof (the “Warrant Agreement”), between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as warrant agent (the “Warrant Agent”).
 
We, as your United States counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
 
In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
 
Based upon the foregoing, we advise you that in our opinion, the Warrants, when duly authorized, executed, issued, and delivered by the Company, and countersigned by the Warrant Agent in accordance with the terms of the Warrant Agreement and the applicable underwriting or other distribution agreement against payment therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that we express no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above.
 
 
 
 

 
Credit Suisse AG
2
October 16, 2014
 
 
In connection with the opinion expressed above, we have assumed that (1) the terms of such Warrants have been duly established under the Warrant Agreement and such Warrants, and the offer and sale of such Warrants, have been duly authorized by the Company and such authorization shall not have been modified or rescinded and have been duly executed by the Company; (2) the Company is a corporation duly incorporated and validly existing and in good standing under the laws of Switzerland; (3) the Warrant Agent is validly existing in good standing under the laws of the jurisdiction of its organization; (4) the execution, delivery and performance by the Company and the Warrant Agent of the Warrant Agreement and the execution, delivery and performance by the Company of the Warrants (a) are within the corporate powers of the Company and the Warrant Agent, (b) do not and will not contravene, or constitute a default under, the articles of association, articles of incorporation, bylaws or any other constitutive documents of the Company or the Warrant Agent, (c) require no action by or in respect of, or filing with, any governmental body, agency or official and (d) do not contravene, or constitute a default under, any provision of applicable law or regulation, public policy or any judgment, injunction, order or decree or any agreement or other instrument binding upon the Company or the Warrant Agent; and (5) the Warrant Agreement has been duly authorized, executed and delivered by the Warrant Agent and is a valid, binding and enforceable agreement of the Warrant Agent.
 
We express no opinion as to (x) whether a United States federal court would have subject-matter or personal jurisdiction over a controversy arising under the Warrants or (y) the effectiveness of any service of process made other than in accordance with applicable law.
 
We are members of the Bar of the State of New York, and we express no opinion as to the laws of any jurisdiction other than the laws of the State of New York.
 
We hereby consent to the filing of this opinion as an exhibit to a report on Form 6-K to be filed by the Company on the date hereof and incorporated by reference into the Registration Statement.
 
In giving our consent above, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
 
Very truly yours,
 
 
/s/ Davis Polk & Wardwell LLP
 
 
 
 

 
Credit Suisse AG
3
October 16, 2014
 

 
 
Exhibit A
 
Title of Securities
Date of Final Pricing Supplement
Pricing Supplement No.
Number of Warrants
CUSIP
3 Year Call Warrants Expiring October 13, 2017
October 10, 2014
W11
887
22547T258

 
 
 
 
 


Exhibit 5.3
 
 
 
 
To:
Credit Suisse AG
Paradeplatz 8
P.O. Box 1
8070 Zurich
Switzerland
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
 
 
 
October 17, 2014, BOR | SAO
317545 | Legal Opinion | 3112415_5.docx
 
 
Credit Suisse AG, acting through its Nassau Branch
U.S. Warrant Program under the Credit Suisse Group AG and Credit Suisse AG U.S. Shelf |
887 3 Year Call Warrants Expiring October 13, 2017 Linked to the Performance of the S&P 500® Index (CUSIP 22547T258)
 
Ladies and Gentlemen
 
We, Homburger AG, have acted as special Swiss counsel to Credit Suisse AG (Credit Suisse), a Swiss bank, in connection with the issuance by Credit Suisse, acting through its Nassau Branch (the Issuing Branch), on October 16, 2014, of 887 3 Year Call Warrants Expiring October 13, 2017 Linked to the Performance of the S&P 500® Index (CUSIP 22547T258) (the Warrants, which expression, unless the context otherwise requires, includes the Warrant Certificate (as defined below)), under the Warrant Agreement dated as of June 18, 2009 (the Warrant Agreement), between Credit Suisse and The Bank of New York Mellon, as warrant agent (in such capacity, the Warrant Agent). As such special Swiss counsel, we have been requested to give our opinion as to certain matters of Swiss law relating to the Warrants.
 
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 (including, in the case of the Prospectus (as defined below), any document incorporated by reference therein or exhibited thereto) or any other matter.
 
 
 
 

 
2 | 7
 
 
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.
 
For purposes of this opinion, we have only examined the following documents (collectively, the Documents):
 
(i)  
an electronic copy of the executed distribution agreement dated May 26, 2009, between Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as distributors, and Credit Suisse (the Distribution Agreement);
 
(ii)  
electronic copies of (A) the executed Distributor Accession Letter dated November 17, 2009, from J.P. Morgan Securities Inc., acting through JPMorgan Private Bank and JPMorgan Private Wealth Management, to Credit Suisse, and the related Distributor Accession Confirmation dated November 17, 2009, from Credit Suisse to (and agreed to and accepted by) J.P. Morgan Securities Inc., acting through JPMorgan Private Bank and JPMorgan Private Wealth Management, and (B) Distributor Accession Letter dated November 17, 2009, from JPMorgan Chase Bank, N.A., acting through JPMorgan Private Bank and JPMorgan Private Wealth Management, to Credit Suisse, and the related Distributor Accession Confirmation dated November 17, 2009, from Credit Suisse to (and agreed to and accepted by) JPMorgan Chase Bank, N.A., acting through JPMorgan Private Bank and JPMorgan Private Wealth Management (collectively, the Accession Agreements);
 
 
(iii)  
an electronic copy of the executed Warrant Agreement (together with the Distribution Agreement and the Accession Agreements, the Transaction Agreements);
 
 
(iv)  
an executed copy of the warrant certificate representing the Warrants (the Warrant Certificate);
 
 
(v)  
an electronic copy of the Prospectus dated March 23, 2012 (the Base Prospectus);
 
 
(vi)  
an electronic copy of the Prospectus Supplement to the Base Prospectus dated August 8, 2012 (the Prospectus Supplement);
 
 
(vii)  
an electronic copy of the Product Supplement no. W-1 to the Prospectus Supplement dated August 9, 2012, relating to warrants linked to the performance of one or more indices, exchange-traded funds, equity securities or a basket (the Product Supplement);
 
 
(viii)  
 an electronic copy of the Underlying Supplement to the Prospectus Supplement dated July 29, 2013, relating to indices and exchange-traded funds (the Underlying Supplement);
 
 
(ix)  
an electronic copy of the final Pricing Supplement No. W11 to the Underlying Supplement, the Product Supplement, the Prospectus Supplement and the Base Prospectus dated October 10, 2014 (together with the Base Prospectus, the Prospectus Supplement, the Product Supplement and the Underlying Supplement, the Prospectus);
 
 
 
 

 
3 | 7
 
 
 
(x)  
electronic copies of the executed officer's certificate and certificate of authorized persons, in each case, dated June 29, 2010, and issued pursuant to Sections 1.02, 1.03(b), 1.05(a)(iii) and 6.08 of the Warrant Agreement;
 
 
(xi)  
a certified excerpt from the Register of Commerce of the Canton of Zurich for Credit Suisse, dated July 29, 2014 (the Excerpt);
 
 
(xii)  
a copy of the articles of association (Statuten) of Credit Suisse in their version as of (A) August 26, 2008 (the 2008 Articles), (B) May 2, 2011 (the 2011 Articles), and (C) March 21, 2014 (the 2014 Articles);
 
 
(xiii)  
an electronic copy of (A) the Organizational Guidelines and Regulations of Credit Suisse, valid as of January 1, 2006 (the 2006 Regulations), and (B) the Organizational Guidelines and Regulations of Credit Suisse Group AG and Credit Suisse, valid as of (u) March 24, 2009 (the 2009 Regulations), (v) February 8, 2012 (the February 2012 Regulations), (w) October 24, 2012 (the October 2012 Regulations), (x) October 17, 2013 (the 2013 Regulations), (y) May 8, 2014 (the May 2014 Regulations), and (z) June 19, 2014 (the June 2014 Regulations);
 
 
(xiv)  
an electronic copy of the GP-00200 Global Policy Funding Authority within Credit Suisse Group and Credit Suisse effective as of (A) December 17, 2008 (the 2008 Funding Authority), and (B) May 18, 2012 (the 2012 Funding Authority);
 
 
(xv)  
an electronic copy of (A) the memorandum dated April 3, 2009, executed by R. Fassbind, as Chief Financial Officer of Credit Suisse (CFO) and R. Enderli, as Treasurer of Credit Suisse (Treasurer) (the Warrant Program Approval), on April 8, 2012, (B) the certificate of D. Mathers, as CFO, dated March 14, 2012 (the Registration Statement Approval), (C) the memorandum dated July 10, 2012, executed by D. Mathers, as CFO and R. Enderli, as Treasurer (the Warrant Program Update Approval), on July 11, 2012, and (D) the certificate of D. Mathers, as CFO, dated May 15, 2014 (the 2014 CFO Approval and, together with the Warrant Program Approval, the Registration Statement Approval and the Warrant Program Update Approval, the Approvals);
 
 
(xvi)  
an electronic copy of (A) the power of attorney dated April 8, 2009, issued by R. Fassbind, as CFO, and R. Enderli, as Treasurer (the 2009 Power of Attorney), and (B) the power of attorney dated July 22, 2013, issued by D. Mathers, as CFO, and R. Enderli, as Treasurer (the 2013 Power of Attorney);
 
 
(xvii)  
an electronic copy of the Structured Notes – Business Division Authorizations (Version 5.0), finalized July 1, 2014, which was issued pursuant to Section 4.4 of the 2012 Funding Authority (the Business Authorizations List);
 
 
 
 

 
4 | 7
 
 
 
(xviii)  
an electronic copy of the Secretary's Certificate dated October 17, 2014 (including the exhibits thereto, the Secretary's Certificate), executed by Pierre Schreiber and Roman Schaerer; and
 
 
(xix)  
an email confirmation from Haewon Lee dated October 17, 2014 (the Confirmation).
 
 
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.
 
II. 
Assumptions
 
In rendering the opinion below, 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, by the individuals purported to have executed or certified, as the case may be, such documents; and
 
 
(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, including, without limitation, the statements set forth in:
 
 
(i)  
the Confirmation as to the following facts:
 
 
(A)  
the Warrants are warrants issued pursuant to business-driven transactions within the meaning of the 2012 Funding Authority;
 
 
(B)  
the copy of the Warrant Certificate attached to the Confirmation (or as otherwise provided to Homburger AG by Credit Suisse) is a true and correct copy of the original document; and
 
 
(C)  
the terms of the Warrants have been approved by the persons whose signatures appear on the Warrant Certificate, and such persons were employees of Credit Suisse or one of its affiliates at the time of such approval and execution of the Warrant Certificate; and
 
 
 
 

 
5 | 7
 
 
 
(ii)  
the Secretary's Certificate, including as to the following facts:
 
 
(A)  
the 2014 Articles continue in full force and effect and have not been amended;
 
 
(B)  
the 2011 Articles were in full force and effect and had not been amended as of the dates of the Base Prospectus, the Prospectus Supplement, the Product Supplement, the Underlying Supplement, the Registration Statement Approval and the Warrant Program Update Approval;
 
 
(C)  
the 2008 Articles were in full force and effect and had not been amended as of the dates of the Warrant Agreement and the Distribution Agreement;
 
 
(D)  
the June 2014 Regulations continue in full force and effect and have not been amended;
 
 
(E)  
the May 2014 Regulations were in full force and effect and had not been amended as of the date of the 2014 CFO Approval;
 
 
(F)  
the October 2012 Regulations were in full force and effect and had not been amended as of the dates of the Underlying Supplement and the 2013 Power of Attorney;
 
 
(G)  
the February 2012 Regulations were in full force and effect and had not been amended as of the dates of the Base Prospectus, the Prospectus Supplement, the Product Supplement, the 2012 Funding Authority, the Registration Statement Approval and the Warrant Program Update Approval;
 
 
(H)  
the 2009 Regulations were in full force and effect and had not been amended as of the dates of the Warrant Agreement, the Distribution Agreement and the Warrant Program Approval;
 
 
(I)  
the 2006 Regulations were in full force and effect had not been amended as of the dates of the 2008 Funding Authority;
 
 
(J)  
the 2012 Funding Authority, the Approvals and the 2013 Power of Attorney continue in full force and effect and have not been amended;
 
 
(K)  
the 2008 Funding Authority was in full force and effect and had not been amended as of the dates of the Warrant Program Approval, the Registration Statement Approval and the Base Prospectus;
 
 
(L)  
the 2009 Power of Attorney was in full force and effect and had not been amended as of the dates of the Warrant Agreement and the Distribution Agreement;
 
 
 
 

 
6 | 7
 
 
 
(M)  
the Distribution Agreement continues in full force and effect and has not been amended, other than by (i) the Accession Agreements or (ii) any other Distributor Accession Letter or Distributor Accession Confirmation (each as defined in the Distribution Agreement) related to warrants that are not Warrants;
 
 
(N)  
the Excerpt is correct and complete;
 
 
(O)  
the Warrant Agreement has not been terminated, rescinded or amended in any way and is in full force and effect; and
 
 
(P)  
immediately after giving effect to the issuance of the Warrants, the aggregate issuance amount, as measured by the aggregate offering price, of (i) warrants (including the Warrants) outstanding on, or issued on or after, July 10, 2012, pursuant to the Prospectus Supplement, including any supplement thereto, will not exceed USD 2 billion in accordance with the Warrant Program Update Approval and (ii) securities (including the Warrants) issued on or after March 23, 2012, pursuant to the U.S. automatic registration statement on Form F-3ASR of which the Base Prospectus forms a part, will not exceed USD 60 billion in accordance with the 2014 CFO Approval.
 
III. 
Opinion
 
Based on the foregoing and subject to the qualifications set out below, we are of the opinion that as of the date hereof:
 
 
1.  
Credit Suisse is a corporation (Aktiengesellschaft) duly incorporated and validly existing under the laws of Switzerland.
 
 
2.  
Credit Suisse has the necessary corporate power and authority to, acting through the Issuing Branch, issue the Warrants.
 
 
3.  
The Warrants have been duly authorized by all necessary corporate action by Credit Suisse.
 
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 out 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 or the effect of the laws of any other jurisdiction to or on the matters covered herein.
 
 
 
 

 
7 | 7
 
 
 
(b)  
We express no opinion on the legality, validity or enforceability of any of the provisions of any Transaction Agreement or the Warrants or the performance of the obligations assumed by Credit Suisse thereunder.
 
 
(c)  
Further, we express no opinion as to tax matters, regulatory matters or as to any commercial, accounting, calculating, auditing or other non-legal matter.
 
*   *   *
 
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 after the date hereof. This opinion is addressed to you for your benefit, and is not to be relied upon by any other person without our express consent, except that it may be relied upon by initial purchasers of the Warrants and by Davis Polk & Wardwell LLP for purposes of issuing its opinion to you on or about the date hereof with respect to certain matters of the laws of the State of New York and United States federal law pertaining to the Warrants.
 
We hereby consent to the filing of this opinion with the U.S. Securities and Exchange Commission as an exhibit to a report on Form 6-K to be filed by Credit Suisse on or around the date hereof. 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 U.S. Securities Act of 1933, as amended. Save as aforementioned, this opinion may not be transmitted by you to any other person, quoted or referred to in any public document or filed with anyone, in each case, without our express consent.
 
This opinion shall be governed by and 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 the city of Zurich.
 
Sincerely yours,
Homburger AG
 
 
 


 
Exhibit 99.1
 
ORRICK, HERRINGTON & SUTCLIFFE LLP
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6142
 
October 17, 2014
 
Credit Suisse
11 Madison Avenue
New York, New York 10010
 
Ladies and Gentlemen:
 
We have acted as special tax counsel to Credit Suisse AG, a corporation incorporated under the laws of Switzerland (the “Company”), in connection with the preparation and filing of pricing supplement no. F84 dated October 14, 2014 relating to 1 Year 8.75% per annum Autocallable Yield Notes due October 19, 2015 Linked to the Performance of the Market Vectors Gold Miners ETF (the “Pricing Supplement”), to the underlying supplement dated July 29, 2013 relating to Medium-Term Notes and Warrants Underlying Supplement for Indices and Exchange-Traded Funds (the “Underlying Supplement”), to the product supplement dated March 23, 2012 relating to Reverse Convertible Securities Linked to the Performance of One or More Indices, Exchange-Traded Funds, Equity Securities, Exchange Rates, Commodities, Commodity Futures Contracts or a Basket (the “Product Supplement”), to the prospectus supplement dated March 23, 2012 (the “Prospectus Supplement”) for the Company’s Senior Medium-Term Notes and Subordinated Medium-Term Notes relating to the prospectus dated March 23, 2012 (the “Prospectus”) contained in the Company’s Registration Statement (No. 333-180300-03) (the “Registration Statement”). This opinion is being furnished in accordance with the requirements of Section 601(b)(8) of Regulation S-K of the Securities Act of 1933, as amended (the “Act”).
 
In our opinion, the discussions under the headings “Material United States Federal Income Tax Considerations” in the Product Supplement and “Material U.S. Federal Income Tax Considerations” in the Pricing Supplement, subject to the conditions and limitations described therein, set forth the material U.S. federal income tax considerations applicable generally to holders of the securities offered pursuant to the Pricing Supplement as a result of the ownership and disposition of such securities.
 
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to us under the headings “Material United States Federal Income Tax Considerations” in the Product Supplement and “Material U.S. Federal Income Tax Considerations” in the Pricing Supplement. By such consent we do not concede that we are an “expert” for the purposes of the Act.
 
 
 
  Very truly yours,
   
 
/s/ Orrick, Herrington & Sutcliffe LLP
 
 
 

Exhibit 99.2
 
ORRICK, HERRINGTON & SUTCLIFFE LLP
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6142
 
October 17, 2014
 
Credit Suisse
11 Madison Avenue
New York, New York 10010
 
Ladies and Gentlemen:
 
We have acted as special tax counsel to Credit Suisse AG, a corporation incorporated under the laws of Switzerland (the “Company”), in connection with the preparation and filing of pricing supplement no. U1092 dated October 10, 2014 relating to 13.25% per annum Contingent Coupon Callable Yield Notes due October 17, 2016 Linked to the Performance of the S&P 500® Index, the Russell 2000® Index and the EURO STOXX 50® Index (the “Pricing Supplement”), to the underlying supplement dated July 29, 2013 relating to Medium-Term Notes and Warrants Underlying Supplement for Indices and Exchange-Traded Funds (the “Underlying Supplement”), to the product supplement dated March 23, 2012 relating to Callable Yield Notes Linked to the Performance of One or More Indices, Exchange-Traded Funds, Equity Securities, Exchange Rates, Commodities, Commodity Futures Contracts or a Basket (the “Product Supplement”), to the prospectus supplement dated March 23, 2012 (the “Prospectus Supplement”) for the Company’s Senior Medium-Term Notes and Subordinated Medium-Term Notes relating to the prospectus dated March 23, 2012 (the “Prospectus”) contained in the Company’s Registration Statement (No. 333-180300-03) (the “Registration Statement”). This opinion is being furnished in accordance with the requirements of Section 601(b)(8) of Regulation S-K of the Securities Act of 1933, as amended (the “Act”).
 
In our opinion, the discussions under the headings “Material United States Federal Income Tax Considerations” in the Product Supplement and “Material U.S. Federal Income Tax Considerations” in the Pricing Supplement, subject to the conditions and limitations described therein, set forth the material U.S. federal income tax considerations applicable generally to holders of the securities offered pursuant to the Pricing Supplement as a result of the ownership and disposition of such securities.
 
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to us under the headings “Material United States Federal Income Tax Considerations” in the Product Supplement and “Material U.S. Federal Income Tax Considerations” in the Pricing Supplement. By such consent we do not concede that we are an “expert” for the purposes of the Act.
 
 
 
  Very truly yours,
   
 
/s/ Orrick, Herrington & Sutcliffe LLP