0000950103-11-001112.txt : 20110323 0000950103-11-001112.hdr.sgml : 20110323 20110323112052 ACCESSION NUMBER: 0000950103-11-001112 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20110323 FILED AS OF DATE: 20110323 DATE AS OF CHANGE: 20110323 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CREDIT SUISSE AG CENTRAL INDEX KEY: 0001053092 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 000000000 STATE OF INCORPORATION: V8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33434 FILM NUMBER: 11705567 BUSINESS ADDRESS: STREET 1: PARADEPLATZ 8 CITY: ZURICH STATE: V8 ZIP: CH-8070 BUSINESS PHONE: 41 44 333 1111 MAIL ADDRESS: STREET 1: PARADEPLATZ 8 CITY: ZURICH STATE: V8 ZIP: CH-8070 FORMER COMPANY: FORMER CONFORMED NAME: CREDIT SUISSE / /FI DATE OF NAME CHANGE: 20050607 FORMER COMPANY: FORMER CONFORMED NAME: CREDIT SUISSE FIRST BOSTON / /FI DATE OF NAME CHANGE: 19980115 6-K 1 dp21766_6k.htm FORM 6-K
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 March, 2011
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 exhibit set forth below.  This report on Form 6-K and such exhibit are hereby incorporated by reference into Registration Statement No. 333-158199-10 of Credit Suisse AG.

Exhibit 99.1: Tax Opinion of Orrick, Herrington & Sutcliffe LLP, dated February 16, 2011, relating to the registrant’s Notes due February 29, 2012 Linked to a Weighted Basket of Three Buffered Return Enhanced Components, Consisting of the Dow Jones EURO STOXX 50® Index, the FTSE™ 100 Index and the TOPIX® Index and Related Currencies;

Exhibit 99.2: Tax Opinion of Orrick, Herrington & Sutcliffe LLP, dated February 24, 2011, relating to the registrant’s Capped Knock-Out Notes due February 29, 2012 Linked to the S&P GSCITM Brent Crude Index Excess Return;

Exhibit 99.3: Tax Opinion of Orrick, Herrington & Sutcliffe LLP, dated February 25, 2011, relating to the registrant’s Return Enhanced Notes Linked to the EURO STOXX 50® Index and the Euro Relative to the U.S. Dollar due August 25, 2011;

Exhibit 99.4: Tax Opinion of Orrick, Herrington & Sutcliffe LLP, dated February 25, 2011, relating to the registrant’s Return Enhanced Notes Linked to the EURO STOXX 50® Index and the Euro Relative to the U.S. Dollar due October 27, 2011;

Exhibit 99.5: Tax Opinion of Orrick, Herrington & Sutcliffe LLP, dated March 2, 2011, relating to the registrant’s Notes due March 14, 2012 Linked to a Weighted Basket of Three Buffered Return Enhanced Components, Consisting of the Dow Jones EURO STOXX 50® Index, the FTSE™ 100 Index and the TOPIX® Index and Related Currencies;

Exhibit 99.6: Tax Opinion of Orrick, Herrington & Sutcliffe LLP, dated March 2, 2011, relating to the registrant’s Return Enhanced Notes due March 14, 2012 Linked to the S&P 500® Index;

Exhibit 99.7: Tax Opinion of Orrick, Herrington & Sutcliffe LLP, dated March 2, 2011, relating to the registrant’s Review Notes due March 1, 2013 Linked to the EURO STOXX 50® Index; and

Exhibit 99.8: Tax Opinion of Orrick, Herrington & Sutcliffe LLP, dated March 2, 2011, relating to the registrant’s Return Enhanced Notes due May 31, 2011 Linked to the S&P 500® 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: March 23, 2011
By:
/s/ Michael G. Clark
 
 
 
Name:
Michael G. Clark
 
 
 
Title:
Authorized Officer
 
 
 
By:
/s/ Sharon O’Connor
 
 
 
Name:
Sharon O’Connor
 
 
 
Title:
Authorized Officer
  
 
 
 
 EX-99.1 2 dp21766_ex9901.htm EXHIBIT 99.1
 
Exhibit 99.1
 
ORRICK, HERRINGTON & SUTCLIFFE LLP
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6142
 
 
February 16, 2011
 
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. J173 dated February 11, 2011 relating to Notes due February 29, 2012 Linked to a Weighted Basket of Three Buffered Return Enhanced Components, Consisting of the Dow Jones EURO STOXX 50® Index, the FTSE™ 100 Index and the TOPIX® Index and Related Currencies (the “Pricing Supplement”), to the underlying supplement dated June 24, 2010 relating to Medium-Term Notes and Warrants (the “Underlying Supplement”), to the product supplement dated July 15, 2009 relating to Return Enhanced Notes (REN) Linked to the Performance of One or More Indices or Exchange Traded Funds or Currencies or a Basket and Buffered Return Enhanced Notes (BREN) Linked to the Performance of One or More Indices or Exchange Traded Funds or Currencies or a Basket and Dual Directional Buffered Return Enhanced Notes (DD-BREN) Linked to the Performance of One or More Indices or Exchange Traded Funds or Currencies or a Basket and Notes Linked to a Weighted Basket of Two or More Return Enhanced Components (the “Product Supplement”), to the prospectus supplement dated March 25, 2009 (the “Prospectus Supplement”) for the Company’s Senior Medium-Term Notes and Subordinated Medium-Term Notes relating to the prospectus dated March 25, 2009 (the “Prospectus”) contained in the Company’s Registration Statement (No. 333-158199-10) (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 heading “Certain United States Federal Income Tax Considerations” in the Product Supplement and 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 heading “Certain United States Federal Income Tax Considerations” in the Product Supplement and 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
 
 
 
EX-99.2 3 dp21766_ex9902.htm EXHIBIT 99.2
 
Exhibit 99.2
 
ORRICK, HERRINGTON & SUTCLIFFE LLP
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6142
 
 
February 24, 2011
 
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. J174 dated February 18, 2011 relating to Capped Knock-Out Notes due February 29, 2012 Linked to the S&P GSCITM Brent Crude Index Excess Return (the “Pricing Supplement”), to the underlying supplement dated June 1, 2010 relating to Medium-Term Notes and Underlying Supplement for Commodity Indices (the “Underlying Supplement”), to the product supplement dated March 25, 2009 relating to Index Knock-Out Notes Linked to the Performance of One or More Indices or Exchange Traded Funds or a Basket (the “Product Supplement”), to the prospectus supplement dated March 25, 2009 (the “Prospectus Supplement”) for the Company’s Senior Medium-Term Notes and Subordinated Medium-Term Notes relating to the prospectus dated March 25, 2009 (the “Prospectus”) contained in the Company’s Registration Statement (No. 333-158199-10) (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 heading “Certain United States Federal Income Tax Considerations” in the Product Supplement and 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 heading “Certain United States Federal Income Tax Considerations” in the Product Supplement and 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
 
 
 
EX-99.3 4 dp21766_ex9903.htm EXHIBIT 99.3
 
Exhibit 99.3
 
ORRICK, HERRINGTON & SUTCLIFFE LLP
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6142
 
 
February 25, 2011
 
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. J176 dated February 22, 2011 relating to Return Enhanced Notes Linked to the EURO STOXX 50® Index and the Euro Relative to the U.S. Dollar due August 25, 2011 (the “Pricing Supplement”), to the underlying supplement dated June 24, 2010 relating to Medium-Term Notes and Warrants (the “Underlying Supplement”), to the product supplement dated July 15, 2009 relating to Return Enhanced Notes (REN) Linked to the Performance of One or More Indices or Exchange Traded Funds or Currencies or a Basket and Buffered Return Enhanced Notes (BREN) Linked to the Performance of One or More Indices or Exchange Traded Funds or Currencies or a Basket and Dual Directional Buffered Return Enhanced Notes (DD-BREN) Linked to the Performance of One or More Indices or Exchange Traded Funds or Currencies or a Basket and Notes Linked to a Weighted Basket of Two or More Return Enhanced Components (the “Product Supplement”), to the prospectus supplement dated March 25, 2009 (the “Prospectus Supplement”) for the Company’s Senior Medium-Term Notes and Subordinated Medium-Term Notes relating to the prospectus dated March 25, 2009 (the “Prospectus”) contained in the Company’s Registration Statement (No. 333-158199-10) (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 heading “Certain United States Federal Income Tax Considerations” in the Product Supplement and 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 heading “Certain United States Federal Income Tax Considerations” in the Product Supplement and 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
 
 
 EX-99.4 5 dp21766_ex9904.htm EXHIBIT 99.4
 
Exhibit 99.4
 
ORRICK, HERRINGTON & SUTCLIFFE LLP
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6142
 
 
February 25, 2011
 
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. J177 dated February 22, 2011 relating to Return Enhanced Notes Linked to the EURO STOXX 50® Index and the Euro Relative to the U.S. Dollar due October 27, 2011 (the “Pricing Supplement”), to the underlying supplement dated June 24, 2010 relating to Medium-Term Notes and Warrants (the “Underlying Supplement”), to the product supplement dated July 15, 2009 relating to Return Enhanced Notes (REN) Linked to the Performance of One or More Indices or Exchange Traded Funds or Currencies or a Basket and Buffered Return Enhanced Notes (BREN) Linked to the Performance of One or More Indices or Exchange Traded Funds or Currencies or a Basket and Dual Directional Buffered Return Enhanced Notes (DD-BREN) Linked to the Performance of One or More Indices or Exchange Traded Funds or Currencies or a Basket and Notes Linked to a Weighted Basket of Two or More Return Enhanced Components (the “Product Supplement”), to the prospectus supplement dated March 25, 2009 (the “Prospectus Supplement”) for the Company’s Senior Medium-Term Notes and Subordinated Medium-Term Notes relating to the prospectus dated March 25, 2009 (the “Prospectus”) contained in the Company’s Registration Statement (No. 333-158199-10) (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 heading “Certain United States Federal Income Tax Considerations” in the Product Supplement and 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 heading “Certain United States Federal Income Tax Considerations” in the Product Supplement and 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
 
 
EX-99.5 6 dp21766_ex9905.htm EXHIBIT 99.5
 
Exhibit 99.5
 
ORRICK, HERRINGTON & SUTCLIFFE LLP
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6142
 
 
March 2, 2011
 
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. J178 dated February 25, 2011 relating to Notes due March 14, 2012 Linked to a Weighted Basket of Three Buffered Return Enhanced Components, Consisting of the Dow Jones EURO STOXX 50® Index, the FTSE™ 100 Index and the TOPIX® Index and Related Currencies (the “Pricing Supplement”), to the underlying supplement dated June 24, 2010 relating to Medium-Term Notes and Warrants (the “Underlying Supplement”), to the product supplement dated July 15, 2009 relating to Return Enhanced Notes (REN) Linked to the Performance of One or More Indices or Exchange Traded Funds or Currencies or a Basket and Buffered Return Enhanced Notes (BREN) Linked to the Performance of One or More Indices or Exchange Traded Funds or Currencies or a Basket and Dual Directional Buffered Return Enhanced Notes (DD-BREN) Linked to the Performance of One or More Indices or Exchange Traded Funds or Currencies or a Basket and Notes Linked to a Weighted Basket of Two or More Return Enhanced Components (the “Product Supplement”), to the prospectus supplement dated March 25, 2009 (the “Prospectus Supplement”) for the Company’s Senior Medium-Term Notes and Subordinated Medium-Term Notes relating to the prospectus dated March 25, 2009 (the “Prospectus”) contained in the Company’s Registration Statement (No. 333-158199-10) (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 heading “Certain United States Federal Income Tax Considerations” in the Product Supplement and 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 heading “Certain United States Federal Income Tax Considerations” in the Product Supplement and 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
 
 
 
 EX-99.6 7 dp21766_ex9906.htm EXHIBIT 99.6
 
Exhibit 99.6
 
ORRICK, HERRINGTON & SUTCLIFFE LLP
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6142
 
 
March 2, 2011
 
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. J179 dated March 2, 2011 relating to Return Enhanced Notes due March 14, 2012 Linked to the S&P 500® Index (the “Pricing Supplement”), to the underlying supplement dated June 24, 2010 relating to Medium-Term Notes and Warrants (the “Underlying Supplement”), to the product supplement dated July 15, 2009 relating to Return Enhanced Notes (REN) Linked to the Performance of One or More Indices or Exchange Traded Funds or Currencies or a Basket and Buffered Return Enhanced Notes (BREN) Linked to the Performance of One or More Indices or Exchange Traded Funds or Currencies or a Basket and Dual Directional Buffered Return Enhanced Notes (DD-BREN) Linked to the Performance of One or More Indices or Exchange Traded Funds or Currencies or a Basket and Notes Linked to a Weighted Basket of Two or More Return Enhanced Components (the “Product Supplement”), to the prospectus supplement dated March 25, 2009 (the “Prospectus Supplement”) for the Company’s Senior Medium-Term Notes and Subordinated Medium-Term Notes relating to the prospectus dated March 25, 2009 (the “Prospectus”) contained in the Company’s Registration Statement (No. 333-158199-10) (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 heading “Certain United States Federal Income Tax Considerations” in the Product Supplement and 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 heading “Certain United States Federal Income Tax Considerations” in the Product Supplement and 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
 

 EX-99.7 8 dp21766_ex9907.htm EXHIBIT 99.7
 
Exhibit 99.7
 
ORRICK, HERRINGTON & SUTCLIFFE LLP
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6142
 
 
March 2, 2011
 
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. J180 dated February 25, 2011 relating to Review Notes due March 1, 2013 Linked to the EURO STOXX 50® Index (the “Pricing Supplement”), to the underlying supplement dated June 24, 2010 relating to Medium-Term Notes and Warrants (the “Underlying Supplement”), to the product supplement dated March 25, 2009 relating to Annual Review Notes Linked to the Performance of One or More Indices or Exchange Traded Funds or a Basket (the “Product Supplement”), to the prospectus supplement dated March 25, 2009 (the “Prospectus Supplement”) for the Company’s Senior Medium-Term Notes and Subordinated Medium-Term Notes relating to the prospectus dated March 25, 2009 (the “Prospectus”) contained in the Company’s Registration Statement (No. 333-158199-10) (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 heading “Certain United States Federal Income Tax Considerations” in the Product Supplement and 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 heading “Certain United States Federal Income Tax Considerations” in the Product Supplement and 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
 

 EX-99.8 9 dp21766_ex9908.htm EXHIBIT 99.8
 
Exhibit 99.8
 
ORRICK, HERRINGTON & SUTCLIFFE LLP
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6142
 
 
March 2, 2011
 
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. J182 dated February 25, 2011 relating to Return Enhanced Notes due May 31, 2011 Linked to the S&P 500® Index (the “Pricing Supplement”), to the underlying supplement dated June 24, 2010 relating to Medium-Term Notes and Warrants (the “Underlying Supplement”), to the product supplement dated July 15, 2009 relating to Return Enhanced Notes (REN) Linked to the Performance of One or More Indices or Exchange Traded Funds or Currencies or a Basket and Buffered Return Enhanced Notes (BREN) Linked to the Performance of One or More Indices or Exchange Traded Funds or Currencies or a Basket and Dual Directional Buffered Return Enhanced Notes (DD-BREN) Linked to the Performance of One or More Indices or Exchange Traded Funds or Currencies or a Basket and Notes Linked to a Weighted Basket of Two or More Return Enhanced Components (the “Product Supplement”), to the prospectus supplement dated March 25, 2009 (the “Prospectus Supplement”) for the Company’s Senior Medium-Term Notes and Subordinated Medium-Term Notes relating to the prospectus dated March 25, 2009 (the “Prospectus”) contained in the Company’s Registration Statement (No. 333-158199-10) (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 heading “Certain United States Federal Income Tax Considerations” in the Product Supplement and 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 heading “Certain United States Federal Income Tax Considerations” in the Product Supplement and 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