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                                                                     EXHIBIT 8.2



                      [CRAVATH, SWAINE & MOORE LETTERHEAD]



                                                                    MAY 15, 2001



                                     UBS AG


                                  UBS AMERICAS


                          PWG CAPITAL TRUSTS I AND II


                           PREFERRED TRUST SECURITIES



Ladies and Gentlemen:



We acted as counsel to Paine Webber Group Inc. ("PWG"), PWG Capital Trust I and
PWG Capital Trust II (the latter two entities collectively, the "Trusts") in
connection with issuances by the Trusts of Preferred Trust Securities (the
"Trust Securities") in 1996 and 1997. On November 3, 2000, PWG merged into UBS
Americas Inc. ("UBS Americas"), a wholly owned subsidiary of UBS AG. At that
time, pursuant to a supplemental indenture (the "Supplemental Indenture"), UBS
Americas succeeded to PWG as the issuer of the Junior Subordinated Debentures
held by the Trusts. In addition, UBS Americas and UBS AG have become the
guarantors of certain aspects of the Trust Securities.



In that connection, as special tax counsel to UBS AG, UBS Americas and the
Trusts, we have examined the Registration Statement on Form F-3 (the
"Registration Statement") filed by UBS AG and UBS Americas with the Securities
and Exchange Commission on the date hereof, and in particular the form of
Prospectus for the Trust Securities forming a part of the Registration Statement
(the "Trust Securities Prospectus"). We have also reviewed the Supplemental
Indenture and such other documents as we have considered appropriate.



Based on the foregoing, in our opinion, the statements set forth in the Trust
Securities Prospectus under the caption "Taxation" accurately describe the
material United States federal income tax consequences to holders of the
ownership and disposition of the Trust Securities, subject to the limitations
described therein.



We do not express an opinion on any laws other than the income tax laws of the
United States. In particular, we are not acting as counsel with respect to, and
we are not opining on, any other portion of the Trust Securities Prospectus.



We know that we are referred to in the Trust Securities Prospectus under the
caption "Taxation" and we hereby consent to such use of our name, as well as to
the use of this letter as an exhibit to the Registration Statement.



                                          Very truly yours,



                                          /s/ CRAVATH, SWAINE & MOORE


UBS AG


     299 Park Avenue


       New York, NY 10171



UBS Americas Inc.


     677 Washington Boulevard


       Stamford, Connecticut 06901



PWG Capital Trust I


PWG Capital Trust II


     677 Washington Boulevard


       Stamford, Connecticut 06901