HOMBURGER
Exhibit 8.2
By Facsimile and Courier
To:
UBS AG
Bahnhofstr. 45
P.O. Box
8098 Zurich
Switzerland
March 24, 2006 GRD | WEN
309746 | GRD | 000023.doc
Homburger Rechtsanwalte UBS AG - Registration Statement F-3 for Debt
Weinbergstrasse 56 | 58 Securities, Warrants and Preferred Securities
CH-8006 Zurich
Postfach 338 | CH-8035 Ladies and Gentlemen:
Zurich
Telefon +41 43 222 10 00 We have acted as special Swiss tax counsel to UBS AG,
Fax +41 43 222 15 00 Zurich and Basel, Switzerland (UBS AG), UBS Preferred
lawyers@homburger.ch Funding Company LLC V through IX, Wilmington,
Delaware, USA, and UBS Preferred Funding Trust V
through IX, Wilmington, Delaware, USA, in connection
with the (i) Prospectus I (as defined below) relating
to the registration of an unspecified aggregate
initial offering price or number of debt securities
and warrants and (ii) Prospectus II (as defined
below) relating to the registration of an unspecified
aggregate initial offering price or number of trust
preferred securities; in each case as contained in
and pursuant to the Registration Statement on Form
F-3 as filed with the Securities and Exchange
Commission on March 27, 2006 (the Registration
Statement).
As such counsel, we have been requested to render a
tax opinion as to the tax considerations in the
Prospectus I and the Prospectus II (each as defined
below) under the captions "Tax Considerations Under
the Laws of Switzerland".
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Capitalized terms used herein shall have the meaning
attributed to them in the Prospectus I and the
Prospectus II unless defined otherwise herein.
I. Basis of Opinion
This tax opinion is confined to and given on the
basis of the tax legislation of Switzerland in force
at the date hereof as currently applied, which laws
are subject to change (or subject to changes in
interpretation), possibly with retroactive effect. In
the absence of explicit statutory or established case
law, we base our opinion solely on our independent
professional judgement.
This tax opinion is also confined to the matters
stated herein and is not to be read as extending, by
implication or otherwise, to any agreement or
document referred to in the documents below (other
than listed below) or any other matter.
For purposes of this tax 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 below, and we express no
opinion as to the accuracy of representations and
warranties of facts set out in such documents or the
factual background assumed therein.
For the purpose of giving this tax opinion, we have
only examined originals or copies of the following
documents (collectively the Documents):
(i) an electronic copy of the Registration
Statement on Form F-3 as filed with the
Securities and Exchange Commission on March
27, 2006 containing:
- the Prospectus relating to UBS AG
Debt Securities and Warrants
(Prospectus I); and
- the Prospectus relating to UBS
Preferred Funding Trust V, UBS
Preferred Funding Trust VI, UBS
Preferred
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Funding Trust VII, UBS Preferred
Funding Trust VIII and UBS
Preferred Funding Trust IX,
Noncumulative Trust Preferred
Securities representing a
corresponding amount of
Noncumulative Company Preferred
Securities of UBS Preferred Funding
Company LLC V, UBS Preferred
Funding Company LLC VI, UBS
Preferred Funding Company LLC VII,
UBS Preferred Funding Company LLC
VIII and UBS Preferred Funding
Company LLC IX guaranteed on a
subordinated basis by UBS AG
(Prospectus II);
(ii) a fax copy of our tax ruling request dated
March 23, 2006 and approved by the Swiss
federal tax administration in writing on
March 24, 2006 (Tax Ruling) on:
- the issuance of debt securities and
warrants by UBS AG acting through
its Jersey branch, London branch,
or such other branch as is
specified in the applicable
prospectus supplement pursuant to
the Prospectus I; and
- the issuance of trust preferred
securities by UBS Preferred Funding
Trusts V through IX, the issuance
of company common securities and
company preferred securities (the
latter guaranteed on a subordinated
basis by UBS AG) by UBS Preferred
Funding Company LLCs V through IX
and the issuance of subordinated
notes by the Cayman Islands branch
of UBS AG in relation thereto
pursuant to the Prospectus II.
No documents have been reviewed by us in connection
with this opinion other than those listed above.
Accordingly, we shall limit our tax opinion to the
above Documents.
In this tax 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.
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II. Assumptions
For the purposes of rendering the tax opinion below,
we have assumed that:
(a) all copies, fax copies or electronic
versions of the documents produced to us
conform to the respective original documents
and the originals of such documents were
executed in the manner and by the
individuals appearing on the respective
copies;
(b) all factual information contained in, or
material statements (except as to Swiss law)
given in connection with, the Documents is
true and accurate;
(c) the approval of the Tax Ruling has been
signed by persons of the Swiss federal tax
administration with the requisite signatory
authority conferred on them;
(d) the debt securities and warrants will be
issued by UBS AG acting through its Jersey
branch, London branch, Cayman Islands branch
or such other branch as will be specified in
the applicable prospectus supplement;
(e) the Jersey branch of UBS AG, the London
branch of UBS AG, the Cayman Islands branch
of UBS AG or such other branch as will be
specified in the applicable prospectus
supplement (i) is duly organized and validly
existing under the laws of its respective
jurisdiction, (ii) has the status of a bank
under the laws applicable to it and (iii)
constitutes a permanent establishment
situated and effectively managed outside
Switzerland (inclusive the execution and
performance of the transactions contemplated
under the Prospectus I or the Prospectus II,
and, in each case, the applicable prospectus
supplement);
(f) UBS Preferred Funding Trust V, UBS Preferred
Funding Trust VI, UBS Preferred Funding
Trust VII, UBS Preferred
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Funding Trust VIII, UBS Preferred Funding
Trust IX, UBS Preferred Funding Company LLC
V, UBS Preferred Funding Company LLC VI, UBS
Preferred Funding Company LLC VII, UBS
Preferred Funding Company LLC VIII and UBS
Preferred Funding Company LLC IX are duly
incorporated and validly existing under the
laws of their jurisdiction of incorporation
and resident and effectively managed outside
Switzerland (inclusive the execution and
performance of the transactions contemplated
under the Prospectus II and the respective
prospectus supplement);
(g) the proceeds from the sale of debt
securities and warrants are booked and used
outside Switzerland; and
(h) the proceeds from the sale of the trust
preferred securities, the company preferred
securities and the subordinated notes are
booked and used outside Switzerland.
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 the statements set forth
in the Prospectus I and the Prospectus II in each
case under the caption "Tax Considerations Under the
Laws of Switzerland" insofar as such statements
purport to summarize certain tax laws, regulations
and regulatory practices of Switzerland, are a
correct summary of such laws, regulations and
regulatory practices and do not omit to state any tax
laws, regulations and regulatory practices necessary
in order to make such summary not misleading in any
material respect.
IV. Qualifications
(a) We are opining herein as to Swiss tax law
only and we express no opinion with respect
to any other Swiss laws or the laws of any
other jurisdiction.
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(b) The Prospectus I and the Prospectus II
provide for the payment of additional
amounts, subject to certain limitations set
forth therein, to the extent (Swiss)
withholding tax is imposed on payments on
the debt securities, warrants, trust
preferred securities, company preferred
securities or subordinated notes. Such
obligations may - if the payments on debt
securities, warrants, trust preferred
securities, company preferred securities or
subordinated notes, as the case may be, are
classified by the Swiss federal tax
administration as made by an entity resident
or situated in Switzerland for Swiss
taxation purposes - violate article 14 of
the Swiss Federal Withholding Tax Act of
October 13, 1965 (the Withholding Tax Act)
which stipulates that (i) Swiss withholding
tax to be withheld from any payment must be
charged to the recipient of the payment, and
(ii) contradictory agreements are null and
void as to this issue. However, the Swiss
federal tax administration has stated with
regard to interest payments that gross-up
provisions are compliant with Article 14 of
the Withholding Tax Act if (i) the borrower
promises a minimum interest rate in the
interest rate clause of the agreement which,
under the condition of imposition of Swiss
withholding tax, is to be adjusted in
correspondence with the tax withheld, (ii)
Swiss withholding tax indeed is calculated
on the basis of the grossed-up net amount
received by the recipient, (iii) the
borrower promises the lender to provide
sufficient documentation potentially
enabling the lender to recover Swiss
withholding tax, and (iv) the parties could
in good faith assume at the time of entering
into the agreement that payments under the
agreement were not subject to Swiss
withholding tax. A Swiss court petitioned to
rule on the validity or enforceability of
the said gross-up provision will, however,
not be bound by the Swiss federal tax
administration's interpretation of article
14 of the Withholding Tax Act.
* * *
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We have issued this tax opinion as of the date hereof
and we assume no obligation to advise you of any
changes 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 and to the
references to us and the summary of our opinion under
the heading "Tax Considerations Under the Laws of
Switzerland" in each Prospectus contained in 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 Act.
This opinion is furnished by us, as special Swiss tax
counsel to UBS AG, in connection with the filing of
the registration of the debt securities, the
warrants, the trust preferred securities, the company
preferred securities and the subordinated guarantee
of UBS (each as defined in the Prospectus I and the
Prospectus II), 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.
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 by the courts of the
Canton of Zurich, Switzerland.
Sincerely yours,
HOMBURGER
/s/ Dr. Dieter Grunblatt
Dr. Dieter Grunblatt