EX-99.5 7 dp44649_ex9905.htm EXHIBIT 99.5
Exhibit 99.5
 
ORRICK, HERRINGTON & SUTCLIFFE LLP
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6142
 
 
March 5, 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 term sheet no. SUN-4 dated February 27, 2014 relating to Autocallable Market-Linked Step Up Notes Linked to the S&P 500® Index (the “Pricing Supplement”), to the product supplement dated January 31, 2014 relating to Market-Linked Step Up Notes Linked to One or More Equity Indices (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 U.S. Federal Income Tax Consequences” 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 U.S. Federal Income Tax Consequences” 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