EX-5.1 2 dp39453_ex0501.htm EXHIBIT 5.1
 
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
 
 

 
July 3, 2013
 
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 Nassau branch.  These securities include the notes identified in Exhibit A attached hereto (the “Notes”). These Notes are to be 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.
 
We, as your United States counsel, have examined such documents, corporate records 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 executed and authenticated in accordance with the terms of the Indenture, and delivered to the initial purchasers thereof against payment therefor, will constitute valid and binding obligations of the Company entitled to the benefits of the Indenture, 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.
 
 
 

 
Credit Suisse AG
2
July 3, 2013
 
 
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 investigation, on the opinion of Homburger AG dated July 3, 2013, and our opinion is subject to the qualifications, assumptions and limitations set forth therein.
 
In rendering 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 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 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
July 3, 2013
 
Exhibit A
 
Title of Securities
Date of Final Pricing Supplement
Pricing Supplement No.
Principal Amount
CUSIP
Buffered Lock-In Securities due June 28, 2018
June 25, 2013
K303
$2,406,000
22547Q3C8
Buffered Accelerated Return Equity Securities due June 28, 2016
June 26, 2013
K304
$1,532,000
22547Q3D6
High/Low Coupon Buffered Securities due June 28, 2018
June 26, 2013
K305
$547,000
22547Q3N4
Buffered Accelerated Return Equity Securities due June 28, 2016
June 21, 2013
K306
$797,000
22547Q3Q7
Buffered Accelerated Return Equity Securities due June 28, 2016
June 21, 2013
K307
$248,000
22547Q3S3
Buffered Accelerated Return Equity Securities due June 28, 2016
June 21, 2013
K308
$350,000
22547Q3T1
6.35% per annum 5.75 Year Callable Daily Range Accrual Securities due March 28, 2019
June 25, 2013
K309
$6,962,000
22547Q3V6
Buffered Accelerated Return Equity Securities due June 28, 2018
June 26, 2013
K310
$2,000,000
22547Q4D5
Digital-Plus Barrier Notes due June 28, 2017
June 25, 2013
T215
$927,000
22547Q3L8
Accelerated Barrier Notes due June 28, 2019
June 21, 2013
T220
$6,872,000
22547Q3R5
 
 
 
 

 
Credit Suisse AG
4
July 3, 2013
 
 
Accelerated Return Notes due March 30, 2017
June 25, 2013
T221
$2,643,000
22547Q3U8
Accelerated Return Notes due December 30, 2016
June 25, 2013
T223
$5,587,000
22547Q4T0
High/Low Coupon Callable Yield Notes due December 29, 2014
June 25, 2013
U852
$708,000
22547Q3J3
High/Low Coupon Callable Yield Notes due January 5, 2015 Linked to the Performance of the Russell 2000® Index, the United States Oil Fund, LP and the Market Vectors Gold Miners ETF
June 28, 2013
U853
$210,000
22547Q3K0
6.80% per annum Contingent Coupon Yield Notes due June 28, 2019
June 21, 2013
U854
$2,895,000
22547Q3P9
6.30% per annum Contingent Coupon Callable Yield Notes due July 2, 2018
June 26, 2013
U855
$942,000
22547Q3W4
10 Year Callable Daily Range Accrual Securities due June 28, 2023
June 25, 2013
U856
$6,923,000
22547Q3Z7
7.00% per annum 10 Year Callable Daily Range Accrual Securities due June 28, 2023
June 26, 2013
U860
$4,250,000
22547Q4E3
11.75% per annum Contingent Coupon Callable Yield Notes due July 3, 2015 Linked to the Performance of the S&P 500® Index, the Russell 2000® Index and the EURO STOXX 50® Index
June 26, 2013
U869
$3,000,000
22547Q5J1