0000950103-14-002551.txt : 20140408 0000950103-14-002551.hdr.sgml : 20140408 20140408164913 ACCESSION NUMBER: 0000950103-14-002551 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20140408 FILED AS OF DATE: 20140408 DATE AS OF CHANGE: 20140408 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: 14751536 BUSINESS ADDRESS: STREET 1: PARADEPLATZ 8 CITY: ZURICH STATE: V8 ZIP: 8001 BUSINESS PHONE: 01141 44 333 1111 MAIL ADDRESS: STREET 1: P.O. BOX 1 CITY: ZURICH STATE: V8 ZIP: 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 dp45518_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 April, 2014
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 exhibits set forth below. This report on Form 6-K and such exhibits are hereby incorporated by reference into Registration Statement No. 333-180300-03 of Credit Suisse AG.

Exhibit 5.1: Opinion of Davis Polk & Wardwell LLP, U.S. counsel to the Company, with respect to the validity of the Notes to be issued from time to time by the Company under the Company’s Medium-Term Notes program, under New York law.

Exhibit 5.2: Opinion of Homburger AG, Swiss counsel to the Company, with respect to the Notes to be issued from time to time by the Company under the Company’s Medium-Term Notes program, as to certain matters under Swiss law.
 
 
 

 
 
     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: April 8, 2014
By:
/s/ Michael G. Clark
 
 
 
Name:
Michael G. Clark
 
 
 
Title:
Authorized Officer
 
 
 
By:
/s/ Gina Orlins
 
 
 
Name:
Gina Orlins
 
 
 
Title:
Authorized Officer
 
 
 
 
 
 

EX-5.1 2 dp45518_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
 
 
 
 
 

April 8, 2014

 
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 (the “Notes”). The 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 and supplemented from time to time and in effect as of the date hereof.
 
We, as your United States counsel, have examined originals or copies of such documents, corporate records, certificates of public officials 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, when (i) the specific terms of a particular issuance of Notes have been duly authorized and established in accordance with the terms of the Indenture and (ii) such Notes have been duly authorized, executed, authenticated and issued and delivered in accordance with the terms of the Indenture and the applicable underwriting or other distribution agreement against payment therefor, such Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to applicable bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights generally, concepts of reasonableness and accordance with their respective terms, subject to applicable bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights generally, concepts of reasonableness and
 
 
 

 
Credit Suisse AG
2
April 8, 2014
 
 
equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that we express no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above.
 
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 inquiry or investigation, on the opinion of Homburger AG, Swiss legal counsel for the Company, dated April 8, 2014, to be filed by the Company with the Commission as an exhibit to a Report on Form 6-K concurrently with this opinion, and our opinion is subject to the same assumptions, qualifications, and limitations set forth therein.
 
In connection with the opinion above, we have assumed that at the time of the delivery of any such Notes, (i) the terms of such Notes have been duly established under the Indenture and such Notes, and the offer and sale of such Notes, have been duly authorized by the Company and such authorization shall not have been modified or rescinded, (ii) the Company is a corporation duly incorporated and validly existing under the laws of Switzerland, (iii) the Trustee is validly existing and in good standing under the laws of the jurisdiction of its organization, (iv) the Registration Statement is effective under the Securities Act and the Indenture is qualified under the Trust Indenture Act of 1939, as amended, and such effectiveness and qualification shall not have been terminated or rescinded, (v) the execution, delivery and performance by the Company and the Trustee of the Indenture and the execution, delivery and performance by the Company of the Notes (a) are within the corporate powers of the Company and the Trustee, (b) do not contravene, or constitute a default under, the articles of association, articles of incorporation, bylaws or any other constitutive documents of the Company or the Trustee, (c) do not require any action by or in respect of, or filing with, any governmental body, agency or official and (d) do not and will 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; (vi) the Indenture has been duly authorized, executed and delivered by the Trustee, (vii) the Indenture is a valid, binding and enforceable agreement of the Trustee and (viii) no change in law affecting the validity or enforceability of the Indenture or the Notes has occurred.
 
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 express no opinion as to (i) whether a New York State or United States federal court would render or enforce a judgment in a currency other than U.S. Dollars or (ii) the exchange rate that such a court would use in rendering a judgment in U.S. Dollars in respect of an obligation in any other currency.
 
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.
 
 
 

 
Credit Suisse AG
3
April 8, 2014
 
In addition, if a pricing supplement is filed by the Company with the Commission on any future date forming part of the Registration Statement relating to the offer and sale of any particular issuance of Notes and the pricing supplement contains our opinion substantially in the form set forth below, we consent to including that opinion as part of the Registration Statement and further consent to the reference to our name in the opinion in substantially such form.
 
“In the opinion of Davis Polk & Wardwell LLP, when the notes offered by this pricing supplement have been executed and issued by the Company and authenticated by the trustee pursuant to the Indenture, and delivered against payment as contemplated herein, such notes will constitute valid and binding obligations of the Company, 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 (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above.  This opinion is given as of the date hereof and is limited to the laws of the State of New York.  Insofar as this opinion involves matters governed by Swiss law, Davis Polk & Wardwell LLP has relied, without independent inquiry or investigation, on the opinion of Homburger AG, dated April 8, 2014 and filed by the Company as an exhibit to a Report on Form 6-K on April 8, 2014. The opinion of Davis Polk & Wardwell LLP is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in the opinion of Homburger AG.  In addition, the opinion of Davis Polk & Wardwell LLP is subject to customary assumptions about the establishment of the terms of the notes, the trustee’s authorization, execution and delivery of the Indenture and its authentication of the notes, and the validity, binding nature and enforceability of the Indenture with respect to the trustee, all as stated in the opinion of Davis Polk & Wardwell LLP dated April 8, 2014, which was filed by the Company as an exhibit to a Report on Form 6-K on April 8, 2014.  [This opinion is also subject to the discussion, as stated in such opinion, of the enforcement of securities denominated in a foreign currency.] Davis Polk & Wardwell LLP expresses no opinion as to waivers of objections to venue, the subject matter or personal jurisdiction of a United States federal court or the effectiveness of service of process other than in accordance with applicable law. In addition, such counsel notes 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.”
 
In giving our consents 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
 
 
 

EX-5.2 3 dp45518_ex0502.htm EXHIBIT 5.2
 
Exhibit 5.2
 
 
 
 
 
 
 
To:
Credit Suisse Group AG
Paradeplatz 8
P.O. Box 1
8070 Zurich
Switzerland
Homburger AG
Prime Tower
Hardstrasse 201 | CH–8005 Zurich
P.O. Box 314 | CH–8037 Zurich
 
T  +41 43 222 10 00
F  +41 43 222 15 00
lawyers@homburger.ch
 
 
 
April 8, 2014 BOR | SAO
317545 | Legal Opinions | Forward-Looking Opinion | 000033.docx
 
 
 
 
 
Credit Suisse AG, acting through its Nassau and London Branches | U.S. Medium-Term Note Program under the Credit Suisse Group AG and Credit Suisse AG U.S. Shelf
 
Ladies and Gentlemen
 
We, Homburger AG, have acted as special Swiss counsel to Credit Suisse AG (Credit Suisse), a Swiss bank, in connection with senior medium-term notes to be issued from time to time on or after April 8, 2014 (the Notes), by Credit Suisse, acting through either its Nassau Branch or its London Branch (each, an Issuing Branch), under an indenture dated as of March 29, 2007 (the Base Indenture), between Credit Suisse and The Bank of New York Mellon, as trustee (in such capacity, the Trustee), as supplemented by a second supplemental indenture dated as of March 25, 2009 (the Supplemental Indenture and, together with the Base Indenture, the Indenture), between Credit Suisse and the Trustee. As such counsel, we have been requested to give our opinion as to certain matters of Swiss law relating to the Notes.
 
I.
Basis of Opinion
 
This opinion is confined to and given on the basis of the laws of Switzerland in force at the date hereof. Such laws and the interpretation thereof are subject to change. In the absence of explicit statutory law, we base our opinion solely on our independent professional judgment. This opinion is also confined to the matters stated herein and the Documents, and is not to be read as extending, by implication or otherwise, to any agreement or document referred to in any of the Documents (including, in the case of the Prospectus (as defined below), any document incorporated by reference therein or exhibited thereto) or any other matter.
 
 
 

 
2 / 9
 
 
For purposes of this 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, and we express no opinion as to the accuracy of representations and warranties of facts set out in the Documents or the factual background assumed therein.
 
For purposes of this opinion, we have only examined the following documents (collectively, the Documents):
 
 
(i)
an electronic copy of the executed distribution agreement dated May 7, 2007, between Credit Suisse Securities (USA) LLC, as distributor, and Credit Suisse (as amended by Amendment No. 1 dated January 11, 2008, the Distribution Agreement), as supplemented by (A) the Distributor Accession Letter and Confirmation dated June 18, 2008, pursuant to which JPMorgan Chase Bank, National Association and JPMorgan Securities LLC (formerly JPMorgan Securities, Inc.), each acting through JPMorgan Private Bank and JPMorgan Private Client Services, became distributors, (B) the Distributor Accession Letters and Confirmations dated March 23, 2012, pursuant to which Barclays Capital Inc., Citigroup Global Markets Inc. and Incapital LLC became distributors, (C) the Distributor Accession Letter and Confirmation dated May 8, 2012, pursuant to which Merrill, Lynch, Pierce, Fenner & Smith Incorporated became a distributor, (D) the Distributor Accession Letter and Confirmation dated May 18, 2012, pursuant to which Morgan Stanley & Co. LLC became a distributor, (E) the Distributor Accession Letter and Confirmation dated March 12, 2014, pursuant to which UBS Financial Services Inc. became a distributor, and (F) the Distributor Accession Letter and Confirmation dated March 24, 2014, pursuant to which UBS Securities LLC became a distributor;
 
 
(ii)
an electronic copy of the executed Base Indenture;
 
 
(iii)
an electronic copy of the executed Supplemental Indenture (together with the Distribution Agreement, the Base Indenture and the Supplemental Indenture, the Transaction Agreements);
 
 
(iv)
an electronic copy of the Officer's Certificate dated March 8, 2013, issued by Credit Suisse pursuant to Sections 2.02, 10.03 and 10.04 of the Indenture;
 
 
(v)
an electronic copy of the prospectus dated as of March 23, 2012 (the Base Prospectus);
 
 
(vi)
an electronic copy of the prospectus supplement to the Base Prospectus dated as of March 23, 2012 (the Prospectus Supplement and, together with the Base Prospectus, the Prospectus);
 
 
(vii)
electronic copies of the pricing supplements (including the Prospectus and any underlying supplement and product supplement incorporated by reference therein) (the Existing Representative Pricing Supplements) filed by Credit Suisse with the U.S. Securities and Exchange Commission (the SEC) and listed on Annex A of the Agreement Regarding Exhibit 5 Opinions for Registered Medium-Term Notes of Credit Suisse AG entered into as of August 29, 2013, by and among Credit Suisse, Davis Polk & Wardwell LLP and Homburger AG (as amended from time to time, the Agreement About Opinions);
 
 
 

 
3 / 9
 
 
 
(viii)
electronic copies of the underlying supplements filed by Credit Suisse with the SEC and listed on Annex B of the Agreement About Opinions (the Existing Representative Underlying Supplements);
 
 
(ix)
a certified excerpt from the Register of Commerce of the Canton of Zurich for Credit Suisse, dated March 27, 2014 (the Excerpt);
 
 
(x)
a copy of the articles of association (Statuten) of Credit Suisse in their version as of (A) April 19, 2006 (the 2006 Articles), (B) August 26, 2008 (the 2008 Articles), (C) May 2, 2011 (the 2011 Articles), and (D) March 21, 2014 (the 2014 Articles);
 
 
(xi)
an electronic copy of (A) the Organizational Guidelines and Regulations of Credit Suisse, valid as of January 1, 2006 (the 2006 Regulations), and (B) the Organizational Guidelines and Regulations of Credit Suisse Group AG and Credit Suisse, valid as of (w) March 24, 2009 (the 2009 Regulations), (x) February 8, 2012 (the February 2012 Regulations), (y) October 24, 2012 (the October 2012 Regulations), and (z) October 17, 2013 (the 2013 Regulations);
 
 
(xii)
an electronic copy of the GP-00200 Global Policy Funding Authority within Credit Suisse Group and Credit Suisse effective as of (A) January 1, 2007 (the 2007 Funding Authority), (B) December 17, 2008 (the 2008 Funding Authority), and (C) May 18, 2012 (the 2012 Funding Authority);
 
 
(xiii)
an electronic copy of (A) the memorandum of the Chief Financial Officer of Credit Suisse and Credit Suisse Group AG (CFO) to the members of the Board of Directors of Credit Suisse and Credit Suisse Group AG, dated February 14, 2007 (the February 2007 CFO Approval), (B) the certificate of R. Fassbind, as CFO, dated May 2, 2007 (the May 2007 CFO Approval), (C) the certificate of R. Fassbind, as CFO, dated March 12, 2009 (the 2009 CFO Approval), and (D) the certificate of D. Mathers, as CFO, dated March 14, 2012 (the 2012 CFO Approval and, together with the February 2007 CFO Approval, the May 2007 CFO Approval and the 2009 CFO Approval, the CFO Approvals);
 
 
(xiv)
an electronic copy of the email sent by David Mathers, as CFO, to Gina Orlins and Rolf Enderli on March 7, 2013, confirming how the issuance amount of the Notes and other securities referred to in clause (c)(xix) of Section II is to be measured (the CFO Confirmation);
 
 
(xv)
an electronic copy of (A) the power of attorney dated March 26, 2007, issued by R. Fassbind, as CFO, and R. Enderli, as Treasurer of Credit Suisse (the March 2007 Power of Attorney), (B) the power of attorney dated May 2, 2007, issued by R. Fassbind, as CFO, and R. Enderli, as Treasurer of Credit Suisse (the May 2007 Power of Attorney), (C) the power of attorney dated March 20, 2008, issued by R. Fassbind, as CFO, and R. Enderli, as Treasurer of Credit Suisse (the 2008 Power of Attorney), and (D) the power of attorney dated July 22, 2013, issued by D. Mathers, as CFO, and R. Enderli, as Treasurer of Credit Suisse (the 2013 Power of Attorney);
 
 
 

 
4 / 9
 
 
 
(xvi)
an electronic copy of the Structured Notes – Business Division Authorizations (Version 4.0), finalized January 15, 2014, which was issued pursuant to Section 4.4 of the 2012 Funding Authority (the Business Authorization List); and
 
 
(xvii)
an electronic copy of the Secretary's Certificate dated April 8, 2014 (including the exhibits thereto, the Secretary's Certificate), executed by Pierre Schreiber and Andreas Fehrenbach.
 
No documents have been reviewed by us in connection with this opinion other than the Documents. Accordingly, we shall limit our opinion to the Documents and their legal implications under Swiss law.
 
In this 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. With respect to Documents governed by laws other than the laws of Switzerland, for purposes of this opinion, we have relied on the plain meaning of the words and expressions contained therein without regard to any import they may have under the relevant governing law.
 
II.
Assumptions
 
In rendering the opinion below, we have assumed the following:
 
 
(a)
all documents produced to us as originals are authentic and complete, and all documents produced to us as copies (including, without limitation, fax and electronic copies) conform to the original;
 
 
(b)
all documents produced to us as originals and the originals of all documents produced to us as copies were duly executed and certified, as applicable, by the individuals purported to have executed or certified, as the case may be, such documents;
 
 
(c)
except as expressly opined upon herein, all information contained in the Documents is, and all material statements made to us in connection with the Documents are, true and accurate, including, without limitation, the statements set forth in the Secretary's Certificate, including as to the following facts:
 
 
(i)
the 2014 Articles continue in full force and effect;
 
 
(ii)
the 2011 Articles were in full force and effect and had not been amended as of the dates of the Base Prospectus, the Prospectus Supplement, the 2012 CFO Approval and the CFO Confirmation;
 
 
(iii)
the 2008 Articles were in full force and effect and had not been amended as of the date of the Supplemental Indenture;
 
 
(iv)
the 2006 Articles were in full force and effect and had not been amended as of the dates of the Base Indenture and the Distribution Agreement;
 
 
 

 
5 / 9
 
 
 
(v)
the 2013 Regulations continue in full force and effect and have not been amended or rescinded;
 
 
(vi)
the October 2012 Regulations were in full force and effect and had not been amended as of the dates of the 2013 Power of Attorney and the CFO Confirmation;
 
 
(vii)
the February 2012 Regulations were in full force and effect and had not been amended as of the dates of the Base Prospectus, the Prospectus Supplement, the 2012 Funding Authority and the 2012 CFO Approval;
 
 
(viii)
the 2009 Regulations were in full force and effect and had not been amended as of the dates of the Supplemental Indenture;
 
 
(ix)
the 2006 Regulations were in full force and effect had not been amended as of the dates of the Base Indenture, the Distribution Agreement, the 2008 Funding Authority, the 2007 Funding Authority, the February 2007 CFO Approval, the March 2007 Power of Attorney, the May 2007 Power of Attorney, the May 2007 CFO Approval, the 2008 Power of Attorney, and the 2009 CFO Approval;
 
 
(x)
the 2012 Funding Authority, the CFO Approvals, the CFO Confirmation, the 2013 Power of Attorney and the Business Authorizations List continue in full force and effect and have not been amended;
 
 
(xi)
the 2008 Funding Authority was in full force and effect and had not been amended as of the dates of the Supplemental Indenture, the 2009 CFO Approval, the 2012 CFO Approval, the Base Prospectus and the Prospectus Supplement;
 
 
(xii)
the 2007 Funding Authority was in full force and effect and had not been amended as of the dates of the Base Indenture, the Distribution Agreement, the February 2007 CFO Approval, the March 2007 Power of Attorney, the May 2007 Power of Attorney, the May 2007 CFO Approval and the 2008 Power of Attorney;
 
 
(xiii)
the 2008 Power of Attorney was in full force and effect and had not been amended as of the date of the Supplemental Indenture;
 
 
(xiv)
the May 2007 Power of Attorney was in full force and effect and had not been amended as of the date of the Distribution Agreement;
 
 
(xv)
the March 2007 Power of Attorney was in full force and effect and had not been amended as of the date of the Base Indenture;
 
 
(xvi)
the Distribution Agreement continues in full force and effect and has not been amended;
 
 
(xvii)
the Excerpt is correct and complete;
 
 
 

 
6 / 9
 
 
 
(xviii)
the Indenture has not been terminated, rescinded or amended in any way (other than, by the First Supplemental Indenture dated as of May 6, 2008, and any other supplements thereto relating to note issuances thereunder that do not constitute Notes) and is in full force and effect; and
 
 
(xix)
immediately after giving effect to the issuance of Notes, the aggregate issuance amount, as measured by the aggregate offering price, of (i) medium-term notes (including the Notes) issued on or after March 23, 2012, pursuant to the Prospectus Supplement, including any supplement thereto, will not exceed USD 20 billion and (ii) securities (including the Notes) issued on or after March 23, 2012, pursuant to the U.S. automatic registration statement on Form F-3ASR of which the Base Prospectus forms a part, will not exceed USD 40 billion, in each case in accordance with the 2012 CFO Approval;
 
 
(d)
all Notes constitute structured notes issued pursuant to business-driven transactions within the meaning of the 2012 Funding Authority;
 
 
(e)
the Notes will have terms substantially similar to those described in one or more of (x) the Existing Representative Pricing Supplements or (y) any pricing supplement (including the Base Prospectus, the Prospectus Supplement and any underlying supplement and product supplement incorporated therein by reference) that may be listed on Annex A to the Agreement About Opinions from time to time after the date hereof pursuant to an amendment thereof executed by the parties thereto (together with the Existing Representative Pricing Supplements, the Representative Pricing Supplements), except that any or all of the following terms may vary from Note to Note:
 
 
(i)
amounts payable on the Note, including the formula for determining such amounts;
 
 
(ii)
provisions relating to optional and automatic early redemption of the Note;
 
 
(iii)
the pricing date and any measurement, redemption or maturity date of the Note;
 
 
(iv)
subject to paragraph (f) below, any security, rate, index and other market measure referenced by the Note; and
 
 
(v)
the principal amount and issue price of, and any commissions or fees on, the Note; and
 
 
(f)
the Notes will not reference any security, rate, index or other market measure unless it is
 
 
(i)
described in one of (x) the Existing Representative Underlying Supplements or (y) any underlying supplement that may listed on Annex B to the Agreement About Opinions from time to time after the date hereof pursuant to an amendment thereof executed by the parties thereto; or
 
 
(ii)
described in one of the Representative Pricing Supplements; or
 
 
 

 
7 / 9
 
 
 
(iii)
a publicly traded common equity security of an issuer subject to the reporting requirements of the U.S. Securities Exchange Act of 1934 or the U.S. Investment Company Act of 1940, in each case, as amended, so long as such issuer or such issuer's jurisdiction of incorporation does not appear on any of the United Nations Security Committee's targeted sanction lists or any sanction list issued by the Swiss or U.S. government; or
 
 
(iv)
an index tracking securities traded on established equity markets in the United States of America, Europe, Australia or Asia; or
 
 
(v)
a commodity or index of commodities included in the universe of eligible components included in the Dow-Jones UBS Commodity Indices and the S&P GSCI Commodity Indices; or
 
 
(vi)
a currency or index of currencies; or
 
 
(vii)
a measure, such as an inflation measure, published by the government of the United States of America or an agency thereof; or
 
 
(viii)
an interest or swap rate.
 
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:
 
 
1.
Credit Suisse is a corporation (Aktiengesellschaft) duly incorporated and validly existing under the laws of Switzerland.
 
 
2.
Credit Suisse has the necessary corporate power and authority to, acting through the relevant Issuing Branch, issue the Notes.
 
 
3.
With respect to any tranche of Notes to be issued by Credit Suisse, acting the relevant Issuing Branch, when the terms, issuance and sale of such Notes have been approved by (a) any two persons listed in the 2013 Power of Attorney in the required combination and (b) one of the persons listed in the Business Authorizations List having the authority to authorize such Notes on behalf of such Issuing Branch for retail or institutional, as applicable, issuances, such Notes will have been duly authorized by all necessary corporate action by Credit Suisse, provided that at the time of such approval (i) such persons are employees of Credit Suisse or one of its affiliates and (ii) the 2013 Power of Attorney has not expired.
 
 
 

 
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IV.
Qualifications
 
The above opinions are subject to the following qualifications:
 
 
(a)
The lawyers of our firm are members of the Zurich bar and do not hold themselves out to be experts in any laws other than the laws of Switzerland. Accordingly, we are opining herein as to Swiss law only and we express no opinion with respect to the applicability or the effect of the laws of any other jurisdiction to or on the matters covered herein.
 
 
(b)
We express no opinion on the legality, validity or enforceability of any of the provisions of any Transaction Agreement or the Notes or the performance of the obligations assumed by Credit Suisse thereunder.
 
 
(c)
Further, we express no opinion as to tax matters, regulatory matters or as to any commercial, accounting, calculating, auditing or other non-legal matter.
 
*   *   *
 
We have issued this opinion as of the date hereof and we assume no obligation to advise you of any changes in fact or in law that are made or brought to our attention after the date hereof. This opinion is addressed to you for your benefit, and is not to be relied upon by any other person without our express consent, except that it may be relied upon by initial purchasers of Notes issued during the four month-period commencing on the date of this opinion (such period, the Relevant Period), and by Davis Polk & Wardwell LLP (Davis Polk) for purposes of issuing its opinions to you during the Relevant Period with respect to certain matters of the laws of the State of New York and U.S. federal law pertaining to the Notes.
 
We hereby consent to the filing of this opinion with the SEC as an exhibit to a report on Form 6-K to be filed by Credit Suisse on the date hereof, and further consent to the reference of our name in (i) any pricing supplement relating to Notes or (ii) an opinion of Davis Polk relating to Notes exhibited to a report on Form 6-K, in each case, to be filed by Credit Suisse with the SEC, provided that (a) the terms of the relevant Notes meet the requirements described in clauses (e) and (f) of Section II, (b) the relevant Notes are issued within the Relevant Period, (c) in the case of a pricing supplement, such pricing supplement has been reviewed by Davis Polk as U.S. counsel to Credit Suisse, (d) Davis Polk has given its consent to be named in such pricing supplement or Form 6-K to which its opinion will be exhibited, as applicable, and (e) such reference is substantially in the form set out in the opinion of Davis Polk to Credit Suisse dated April 8, 2014. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended. Save as aforementioned, this opinion may not be transmitted by you to any other person, quoted or referred to in any public document or filed with anyone, in each case, without our express consent.
 
 
 

 
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This opinion shall be governed by and 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 of the courts of the Canton of Zurich, Switzerland, venue being the city of Zurich.
 

 
Sincerely yours,
 

/s/ Homburger AG
 
 
 
 


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