0000950103-15-000760.txt : 20150202 0000950103-15-000760.hdr.sgml : 20150202 20150130174446 ACCESSION NUMBER: 0000950103-15-000760 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 27 CONFORMED PERIOD OF REPORT: 20150130 FILED AS OF DATE: 20150202 DATE AS OF CHANGE: 20150130 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: 15564291 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 dp53080_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 January, 2015
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. 333-180300-03 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 under New York law.

Exhibit 99.1: Tax Opinion of Orrick, Herrington & Sutcliffe LLP, dated January 30, 2015, relating to the registrant’s Leveraged Basket-Linked Medium-Term Notes due 2016;

Exhibit 99.2: Tax Opinion of Orrick, Herrington & Sutcliffe LLP, dated January 30, 2015, relating to the registrant’s Market-Linked Notes Linked to the Performance of the EURO STOXX 50® Index due January 29, 2021;

Exhibit 99.3: Tax Opinion of Orrick, Herrington & Sutcliffe LLP, dated January 30, 2015, relating to the registrant’s Buffered Notes due July 31, 2018 Linked to the Performance of the S&P 500® Index;

Exhibit 99.4: Tax Opinion of Orrick, Herrington & Sutcliffe LLP, dated January 30, 2015, relating to the registrant’s Leveraged Buffered S&P 500® Index-Linked Medium-Term Notes due 2017;

Exhibit 99.5: Tax Opinion of Orrick, Herrington & Sutcliffe LLP, dated January 30, 2015, relating to the registrant’s Autocallable Securities due January 30, 2017 Linked to the Performance of the S&P 500® Index and the Russell 2000® Index;

Exhibit 99.6: Tax Opinion of Orrick, Herrington & Sutcliffe LLP, dated January 30, 2015, relating to the registrant’s Accelerated Barrier Notes due January 31, 2019 Linked to the Performance of the S&P 500® Index and the Russell 2000® Index;

Exhibit 99.7: Tax Opinion of Orrick, Herrington & Sutcliffe LLP, dated January 30, 2015, relating to the registrant’s Absolute Return Barrier Securities due January 30, 2020 Linked to the Performance of the S&P 500® Index and the Russell 2000® Index;

Exhibit 99.8: Tax Opinion of Orrick, Herrington & Sutcliffe LLP, dated January 30, 2015, relating to the registrant’s Digital-Plus Barrier Notes due February 1, 2021 Linked to the Performance of the S&P 500® Index;

Exhibit 99.9: Tax Opinion of Orrick, Herrington & Sutcliffe LLP, dated January 30, 2015, relating to the registrant’s Absolute Return Barrier Securities due February 1, 2021 Linked to the Performance of the Dow Jones Industrial AverageSM;

Exhibit 99.10: Tax Opinion of Orrick, Herrington & Sutcliffe LLP, dated January 30, 2015, relating to the registrant’s Accelerated Return Notes due February 1, 2021 Linked to the Performance of the EURO STOXX 50® Index;

Exhibit 99.11: Tax Opinion of Orrick, Herrington & Sutcliffe LLP, dated January 30, 2015, relating to the registrant’s Accelerated Return Notes due August 1, 2018 Linked to the Performance of the EURO STOXX 50® Index;

Exhibit 99.12: Tax Opinion of Orrick, Herrington & Sutcliffe LLP, dated January 30, 2015, relating to the registrant’s Trigger Performance Securities Linked to the Performance of the Russell 2000® Index due January 31, 2025;

Exhibit 99.13: Tax Opinion of Orrick, Herrington & Sutcliffe LLP, dated January 30, 2015, relating to the registrant’s Trigger Performance Securities Linked to the Performance of the EURO STOXX 50® Index due January 30, 2025;
 
 
 
 

 
 
Exhibit 99.14: Tax Opinion of Orrick, Herrington & Sutcliffe LLP, dated January 30, 2015, relating to the registrant’s Accelerated Return Notes due November 1, 2018 Linked to the Performance of the S&P 500® Index;

Exhibit 99.15: Tax Opinion of Orrick, Herrington & Sutcliffe LLP, dated January 30, 2015, relating to the registrant’s Accelerated Return Notes due November 1, 2018 Linked to the Performance of the Russell 2000® Index;

Exhibit 99.16: Tax Opinion of Orrick, Herrington & Sutcliffe LLP, dated January 30, 2015, relating to the registrant’s 7.30% per annum Contingent Coupon Callable Yield Notes due January 30, 2018 Linked to the Performance of the S&P 500® Index and the Russell 2000® Index;

Exhibit 99.17: Tax Opinion of Orrick, Herrington & Sutcliffe LLP, dated January 30, 2015, relating to the registrant’s 8.25% per annum Contingent Coupon Callable Yield Notes due January 30, 2018 Linked to the Performance of the EURO STOXX 50® Index and the Russell 2000® Index;

Exhibit 99.18: Tax Opinion of Orrick, Herrington & Sutcliffe LLP, dated January 30, 2015, relating to the registrant’s Step-Up Contingent Coupon Callable Yield Notes due January 30, 2025 Linked to the Performance of the EURO STOXX 50® Index and the Russell 2000® Index;

Exhibit 99.19: Tax Opinion of Orrick, Herrington & Sutcliffe LLP, dated January 30, 2015, relating to the registrant’s Step-Up Contingent Coupon Callable Yield Notes due January 30, 2030 Linked to the Performance of the S&P 500® Index;

Exhibit 99.20: Tax Opinion of Orrick, Herrington & Sutcliffe LLP, dated January 30, 2015, relating to the registrant’s 7.30% 7.5 Year Callable Daily Range Accrual Securities due July 29, 2022 Linked to the Performance of the Russell 2000® Index;

Exhibit 99.21: Tax Opinion of Orrick, Herrington & Sutcliffe LLP, dated January 30, 2015, relating to the registrant’s 8.00% per annum Contingent Coupon Callable Yield Notes due January 30, 2025 Linked to the Performance of the EURO STOXX 50® Index and the Russell 2000® Index;

Exhibit 99.22: Tax Opinion of Orrick, Herrington & Sutcliffe LLP, dated January 30, 2015, relating to the registrant’s Trigger Phoenix Autocallable Optimization Securities Linked to the least performing underlying between the Russell 2000® Index and the EURO STOXX 50® Index due on January 31, 2025;

Exhibit 99.23: Tax Opinion of Orrick, Herrington & Sutcliffe LLP, dated January 30, 2015, relating to the registrant’s Trigger Phoenix Autocallable Optimization Securities Linked to the Common Stock of Phillips 66 due on January 30, 2020; and

Exhibit 99.24: Tax Opinion of Orrick, Herrington & Sutcliffe LLP, dated January 30, 2015, relating to the registrant’s 11.00% per annum Contingent Coupon Autocallable Yield Notes due January 30, 2017 Linked to the Performance of the Common Stock of Tesoro Corporation.
 
 
 

 
 
     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: January 30, 2015
By:
/s/ Elaine Sam
 
 
 
Name:
Elaine Sam
 
 
 
Title:
Authorized Officer
 
 
 
By:
/s/ Gina Orlins
 
 
 
Name:
Gina Orlins
 
 
 
Title:
Authorized Officer
 

 

 

 
EX-5.1 2 dp53080_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
 
 
 
 
 
January 30, 2015

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 London branch.  These securities include the notes identified in Exhibit A attached hereto (the “Notes”). The Notes have been 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, the Notes, when duly 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, 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 equitable principles of general applicability (including, without limitation, concepts of good faith,
 
 
 

 
Credit Suisse AG
2
January 30, 2015
 
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 January 6, 2015 and filed by the Company with the Commission as an exhibit to a Report on Form 6-K on January 6, 2015. Our opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in the opinion of Homburger AG.
 
In connection with 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 and will 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 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.
 
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
January 30, 2015
 
 
Exhibit A
 
Title of Securities
Date of Final Pricing Supplement
Pricing Supplement No.
Leveraged Basket-Linked Medium-Term Notes due 2016
January 23, 2015
A86
Market-Linked Notes due January 29, 2021
January 28, 2015
G83
Senior Floating Rate Notes due 2030
January 27, 2015
G84
Callable Step-Up Securities due January 30, 2020
January 27, 2015
IR-33
Callable Step-Up Securities due January 30, 2025
January 27, 2015
IR-34
Callable Step-Up Securities due January 30, 2023
January 27, 2015
IR-35
Buffered Notes due July 31, 2018
January 28, 2015
K471
Leveraged Buffered S&P 500® Index-Linked Medium-Term Notes due 2017
January 23, 2015
K477
Autocallable Securities due January 30, 2017
January 27, 2015
T452
Accelerated Barrier Notes due January 31, 2019
January 27, 2015
T453
Absolute Return Barrier Securities due January 30, 2020
January 27, 2015
T455
 
 
 
 

 
Credit Suisse AG
4
January 30, 2015
 
 
Digital-Plus Barrier Notes due February 1, 2021
January 23, 2015
T459
Absolute Return Barrier Securities due February 1, 2021
January 23, 2015
T460
Accelerated Return Notes due February 1, 2021
January 23, 2015
T461
Accelerated Return Notes due August 1, 2018
January 27, 2015
T462
Trigger Performance Securities due January 31, 2025
January 27, 2015
T463
Trigger Performance Securities due January 30, 2025
January 28, 2015
T464
Accelerated Return Notes due November 1, 2018
January 28, 2015
T475
Accelerated Return Notes due November 1, 2018
January 28, 2015
T476
7.30% per annum Contingent Coupon Callable Yield Notes due January 30, 2018
January 23, 2015
U1155
8.25% per annum Contingent Coupon Callable Yield Notes due January 30, 2018
January 23, 2015
U1156
Step-Up Contingent Coupon Callable Yield Notes due January 30, 2025
January 27, 2015
U1158
Step-Up Contingent Coupon Callable Yield Notes due January 30, 2030
January 27, 2015
U1159
 
 
 
 

 
Credit Suisse AG
5
January 30, 2015
 
7.30% 7.5 Year Callable Daily Range Accrual Securities due July 29, 2022
January 27, 2015
U1161
8.00% per annum Contingent Coupon Callable Yield Notes due January 30, 2025
January 27, 2015
U1164
Trigger Phoenix Autocallable Optimization Securities due on January 31, 2025
January 28, 2015
U1168
Trigger Phoenix Autocallable Optimization Securities due on January 30, 2020
January 28, 2015
U1171
11.00% per annum Contingent Coupon Autocallable Yield Notes due January 30, 2017
January 28, 2015
U1173

 

EX-99.1 3 dp53080_ex9901.htm EXHIBIT 99.1
Exhibit 99.1
 
ORRICK, HERRINGTON & SUTCLIFFE LLP
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6142
 
January 30, 2015
 
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. A86 dated January 23, 2015 relating to Leveraged Basket-Linked Medium-Term Notes due 2016 (the “Pricing Supplement”), to the underlying supplement dated July 29, 2013 relating to Medium-Term Notes and Warrants Underlying Supplement for Indices and Exchange-Traded Funds (the “Underlying Supplement”), to the product supplement dated March 23, 2012 relating to Accelerated Return Equity Securities (ARES)® and Buffered Accelerated Return Equity Securities (BARES)SM and Buffered Securities® and Enhanced Participation Securities Linked to the Performance of One or More Indices, Exchange-Traded Funds, Equity Securities, Exchange Rates, Commodities, Commodity Futures Contracts or a Basket (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 United States Federal Income Tax Considerations” 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 United States Federal Income Tax Considerations” 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
 
 

 
EX-99.2 4 dp53080_ex9902.htm EXHIBIT 99.2
Exhibit 99.2
 
ORRICK, HERRINGTON & SUTCLIFFE LLP
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6142
 
January 30, 2015
 
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. G83 dated January 28, 2015 relating to Market-Linked Notes Linked to the Performance of the EURO STOXX 50® Index due January 29, 2021 (the “Pricing Supplement”), to the underlying supplement dated July 29, 2013 relating to Medium-Term Notes and Warrants Underlying Supplement for Indices and Exchange-Traded Funds (the “Underlying Supplement”), to the product supplement dated April 9, 2012 relating to CS Notes and Digital Plus CS Notes Linked to the Performance of One or More Indices, Exchange-Traded Funds, Equity Securities, Exchange Rates, Commodities, Commodity Futures Contracts or a Basket (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 United States Federal Income Tax Considerations” in the Product Supplement and “What Are the Tax Consequences of the Securities?” 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 United States Federal Income Tax Considerations” in the Product Supplement and “What Are the Tax Consequences of the Securities?” 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 5 dp53080_ex9903.htm EXHIBIT 99.3
Exhibit 99.3
 
ORRICK, HERRINGTON & SUTCLIFFE LLP
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6142
 
January 30, 2015
 
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. K471 dated January 28, 2015 relating to Buffered Notes due July 31, 2018 Linked to the Performance of the S&P 500® Index (the “Pricing Supplement”), to the underlying supplement dated July 29, 2013 relating to Medium-Term Notes and Warrants Underlying Supplement for Indices and Exchange-Traded Funds (the “Underlying Supplement”), to the product supplement dated March 23, 2012 relating to Accelerated Return Equity Securities (ARES)® and Buffered Accelerated Return Equity Securities (BARES)SM and Buffered Securities® and Enhanced Participation Securities Linked to the Performance of One or More Indices, Exchange-Traded Funds, Equity Securities, Exchange Rates, Commodities, Commodity Futures Contracts or a Basket (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 United States Federal Income Tax Considerations” 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 United States Federal Income Tax Considerations” 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
 
 

 
EX-99.4 6 dp53080_ex9904.htm EXHIBIT 99.4
Exhibit 99.4
 
ORRICK, HERRINGTON & SUTCLIFFE LLP
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6142
 
January 30, 2015
 
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. K477 dated January 23, 2015 relating to Leveraged Buffered S&P 500® Index-Linked Medium-Term Notes due 2017 (the “Pricing Supplement”), to the underlying supplement dated July 29, 2013 relating to Medium-Term Notes and Warrants Underlying Supplement for Indices and Exchange-Traded Funds (the “Underlying Supplement”), to the product supplement dated March 23, 2012 relating to Accelerated Return Equity Securities (ARES)® and Buffered Accelerated Return Equity Securities (BARES)SM and Buffered Securities® and Enhanced Participation Securities Linked to the Performance of One or More Indices, Exchange-Traded Funds, Equity Securities, Exchange Rates, Commodities, Commodity Futures Contracts or a Basket (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 United States Federal Income Tax Considerations” 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 United States Federal Income Tax Considerations” 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
 
 

 
EX-99.5 7 dp53080_ex9905.htm EXHIBIT 99.5
Exhibit 99.5
 
ORRICK, HERRINGTON & SUTCLIFFE LLP
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6142
 
January 30, 2015
 
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. T452 dated January 27, 2015 relating to Autocallable Securities due January 30, 2017 Linked to the Performance of the S&P 500® Index and the Russell 2000® Index (the “Pricing Supplement”), to the underlying supplement dated July 29, 2013 relating to Medium-Term Notes and Warrants Underlying Supplement for Indices and Exchange-Traded Funds (the “Underlying Supplement”), to the product supplement dated March 23, 2012 relating to Cert Plus Securities and Digital Securities and Digital Plus Securities Linked to the Performance of One or More Indices, Exchange-Traded Funds, Equity Securities, Exchange Rates, Commodities, Commodity Futures Contracts or a Basket (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 United States Federal Income Tax Considerations” 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 United States Federal Income Tax Considerations” 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
 
 

 
EX-99.6 8 dp53080_ex9906.htm EXHIBIT 99.6
Exhibit 99.6
 
ORRICK, HERRINGTON & SUTCLIFFE LLP
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6142
 
January 30, 2015
 
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. T453 dated January 27, 2015 relating to Accelerated Barrier Notes due January 31, 2019 Linked to the Performance of the S&P 500® Index and the Russell 2000® Index (the “Pricing Supplement”), to the underlying supplement dated July 29, 2013 relating to Medium-Term Notes and Warrants Underlying Supplement for Indices and Exchange-Traded Funds (the “Underlying Supplement”), to the product supplement dated March 23, 2012 relating to Cert Plus Securities and Digital Securities and Digital Plus Securities Linked to the Performance of One or More Indices, Exchange-Traded Funds, Equity Securities, Exchange Rates, Commodities, Commodity Futures Contracts or a Basket (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 United States Federal Income Tax Considerations” 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 United States Federal Income Tax Considerations” 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
 
 

 
EX-99.7 9 dp53080_ex9907.htm EXHIBIT 99.7
Exhibit 99.7
 
ORRICK, HERRINGTON & SUTCLIFFE LLP
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6142
 
January 30, 2015
 
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. T455 dated January 27, 2015 relating to Absolute Return Barrier Securities due January 30, 2020 Linked to the Performance of the S&P 500® Index and the Russell 2000® Index (the “Pricing Supplement”), to the underlying supplement dated July 29, 2013 relating to Medium-Term Notes and Warrants Underlying Supplement for Indices and Exchange-Traded Funds (the “Underlying Supplement”), to the product supplement dated March 23, 2012 relating to Cert Plus Securities and Digital Securities and Digital Plus Securities Linked to the Performance of One or More Indices, Exchange-Traded Funds, Equity Securities, Exchange Rates, Commodities, Commodity Futures Contracts or a Basket (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 United States Federal Income Tax Considerations” 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 United States Federal Income Tax Considerations” 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
 
 

 
EX-99.8 10 dp53080_ex9908.htm EXHIBIT 99.8
Exhibit 99.8
 
ORRICK, HERRINGTON & SUTCLIFFE LLP
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6142
 
January 30, 2015
 
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. T459 dated January 23, 2015 relating to Digital-Plus Barrier Notes due February 1, 2021 Linked to the Performance of the S&P 500® Index (the “Pricing Supplement”), to the underlying supplement dated July 29, 2013 relating to Medium-Term Notes and Warrants Underlying Supplement for Indices and Exchange-Traded Funds (the “Underlying Supplement”), to the product supplement dated March 23, 2012 relating to Cert Plus Securities and Digital Securities and Digital Plus Securities Linked to the Performance of One or More Indices, Exchange-Traded Funds, Equity Securities, Exchange Rates, Commodities, Commodity Futures Contracts or a Basket (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 United States Federal Income Tax Considerations” 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 United States Federal Income Tax Considerations” 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
 
 

 
EX-99.9 11 dp53080_ex9909.htm EXHIBIT 99.9
Exhibit 99.9
 
ORRICK, HERRINGTON & SUTCLIFFE LLP
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6142
 
January 30, 2015
 
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. T460 dated January 23, 2015 relating to Absolute Return Barrier Securities due February 1, 2021 Linked to the Performance of the Dow Jones Industrial AverageSM (the “Pricing Supplement”), to the underlying supplement dated July 29, 2013 relating to Medium-Term Notes and Warrants Underlying Supplement for Indices and Exchange-Traded Funds (the “Underlying Supplement”), to the product supplement dated March 23, 2012 relating to Cert Plus Securities and Digital Securities and Digital Plus Securities Linked to the Performance of One or More Indices, Exchange-Traded Funds, Equity Securities, Exchange Rates, Commodities, Commodity Futures Contracts or a Basket (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 United States Federal Income Tax Considerations” 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 United States Federal Income Tax Considerations” 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
 
 

 
EX-99.10 12 dp53080_ex9910.htm EXHIBIT 99.10
Exhibit 99.10
 
ORRICK, HERRINGTON & SUTCLIFFE LLP
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6142
 
January 30, 2015
 
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. T461 dated January 23, 2015 relating to Accelerated Return Notes due February 1, 2021 Linked to the Performance of the EURO STOXX 50® Index (the “Pricing Supplement”), to the underlying supplement dated July 29, 2013 relating to Medium-Term Notes and Warrants Underlying Supplement for Indices and Exchange-Traded Funds (the “Underlying Supplement”), to the product supplement dated March 23, 2012 relating to Cert Plus Securities and Digital Securities and Digital Plus Securities Linked to the Performance of One or More Indices, Exchange-Traded Funds, Equity Securities, Exchange Rates, Commodities, Commodity Futures Contracts or a Basket (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 United States Federal Income Tax Considerations” 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 United States Federal Income Tax Considerations” 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
 
 

 
EX-99.11 13 dp53080_ex9911.htm EXHIBIT 99.11
Exhibit 99.11
 
ORRICK, HERRINGTON & SUTCLIFFE LLP
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6142
 
January 30, 2015
 
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. T462 dated January 27, 2015 relating to Accelerated Return Notes due August 1, 2018 Linked to the Performance of the EURO STOXX 50® Index (the “Pricing Supplement”), to the underlying supplement dated July 29, 2013 relating to Medium-Term Notes and Warrants Underlying Supplement for Indices and Exchange-Traded Funds (the “Underlying Supplement”), to the product supplement dated March 23, 2012 relating to Cert Plus Securities and Digital Securities and Digital Plus Securities Linked to the Performance of One or More Indices, Exchange-Traded Funds, Equity Securities, Exchange Rates, Commodities, Commodity Futures Contracts or a Basket (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 United States Federal Income Tax Considerations” 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 United States Federal Income Tax Considerations” 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
 
 

 
EX-99.12 14 dp53080_ex9912.htm EXHIBIT 99.12
Exhibit 99.12
 
ORRICK, HERRINGTON & SUTCLIFFE LLP
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6142
 
January 30, 2015
 
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. T463 dated January 27, 2015 relating to Trigger Performance Securities Linked to the Performance of the Russell 2000® Index due January 31, 2025 (the “Pricing Supplement”), to the underlying supplement dated July 29, 2013 relating to Medium-Term Notes and Warrants Underlying Supplement for Indices and Exchange-Traded Funds (the “Underlying Supplement”), to the product supplement dated March 23, 2012 relating to Cert Plus Securities and Digital Securities and Digital Plus Securities Linked to the Performance of One or More Indices, Exchange-Traded Funds, Equity Securities, Exchange Rates, Commodities, Commodity Futures Contracts or a Basket (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 United States Federal Income Tax Considerations” in the Product Supplement and “What Are the Tax Consequences of the Securities?” 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 United States Federal Income Tax Considerations” in the Product Supplement and “What Are the Tax Consequences of the Securities?” 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-99.13 15 dp53080_ex9913.htm EXHIBIT 99.13
Exhibit 99.13
 
ORRICK, HERRINGTON & SUTCLIFFE LLP
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6142
 
January 30, 2015
 
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. T464 dated January 28, 2015 relating to Trigger Performance Securities Linked to the Performance of the EURO STOXX 50® Index due January 30, 2025 (the “Pricing Supplement”), to the underlying supplement dated July 29, 2013 relating to Medium-Term Notes and Warrants Underlying Supplement for Indices and Exchange-Traded Funds (the “Underlying Supplement”), to the product supplement dated March 23, 2012 relating to Cert Plus Securities and Digital Securities and Digital Plus Securities Linked to the Performance of One or More Indices, Exchange-Traded Funds, Equity Securities, Exchange Rates, Commodities, Commodity Futures Contracts or a Basket (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 United States Federal Income Tax Considerations” in the Product Supplement and “What Are the Tax Consequences of the Securities?” 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 United States Federal Income Tax Considerations” in the Product Supplement and “What Are the Tax Consequences of the Securities?” 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-99.14 16 dp53080_ex9914.htm EXHIBIT 99.14
Exhibit 99.14
 
ORRICK, HERRINGTON & SUTCLIFFE LLP
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6142
 
January 30, 2015
 
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. T475 dated January 28, 2015 relating to Accelerated Return Notes due November 1, 2018 Linked to the Performance of the S&P 500® Index (the “Pricing Supplement”), to the underlying supplement dated July 29, 2013 relating to Medium-Term Notes and Warrants Underlying Supplement for Indices and Exchange-Traded Funds (the “Underlying Supplement”), to the product supplement dated March 23, 2012 relating to Cert Plus Securities and Digital Securities and Digital Plus Securities Linked to the Performance of One or More Indices, Exchange-Traded Funds, Equity Securities, Exchange Rates, Commodities, Commodity Futures Contracts or a Basket (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 United States Federal Income Tax Considerations” 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 United States Federal Income Tax Considerations” 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
 
 

 
EX-99.15 17 dp53080_ex9915.htm EXHIBIT 99.15
Exhibit 99.15
 
ORRICK, HERRINGTON & SUTCLIFFE LLP
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6142
 
January 30, 2015
 
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. T476 dated January 28, 2015 relating to Accelerated Return Notes due November 1, 2018 Linked to the Performance of the Russell 2000® Index (the “Pricing Supplement”), to the underlying supplement dated July 29, 2013 relating to Medium-Term Notes and Warrants Underlying Supplement for Indices and Exchange-Traded Funds (the “Underlying Supplement”), to the product supplement dated March 23, 2012 relating to Cert Plus Securities and Digital Securities and Digital Plus Securities Linked to the Performance of One or More Indices, Exchange-Traded Funds, Equity Securities, Exchange Rates, Commodities, Commodity Futures Contracts or a Basket (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 United States Federal Income Tax Considerations” 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 United States Federal Income Tax Considerations” 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
 
 

 
EX-99.16 18 dp53080_ex9916.htm EXHIBIT 99.16
Exhibit 99.16
 
ORRICK, HERRINGTON & SUTCLIFFE LLP
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6142
 
January 30, 2015
 
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. U1155 dated January 23, 2015 relating to 7.30% per annum Contingent Coupon Callable Yield Notes due January 30, 2018 Linked to the Performance of the S&P 500® Index and the Russell 2000® Index (the “Pricing Supplement”), to the underlying supplement dated July 29, 2013 relating to Medium-Term Notes and Warrants Underlying Supplement for Indices and Exchange-Traded Funds (the “Underlying Supplement”), to the product supplement dated March 23, 2012 relating to Callable Yield Notes Linked to the Performance of One or More Indices, Exchange-Traded Funds, Equity Securities, Exchange Rates, Commodities, Commodity Futures Contracts or a Basket (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 United States Federal Income Tax Considerations” 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 United States Federal Income Tax Considerations” 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
 
 

 
EX-99.17 19 dp53080_ex9917.htm EXHIBIT 99.17
Exhibit 99.17
 
ORRICK, HERRINGTON & SUTCLIFFE LLP
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6142
 
January 30, 2015
 
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. U1156 dated January 23, 2015 relating to 8.25% per annum Contingent Coupon Callable Yield Notes due January 30, 2018 Linked to the Performance of the EURO STOXX 50® Index and the Russell 2000® Index (the “Pricing Supplement”), to the underlying supplement dated July 29, 2013 relating to Medium-Term Notes and Warrants Underlying Supplement for Indices and Exchange-Traded Funds (the “Underlying Supplement”), to the product supplement dated March 23, 2012 relating to Callable Yield Notes Linked to the Performance of One or More Indices, Exchange-Traded Funds, Equity Securities, Exchange Rates, Commodities, Commodity Futures Contracts or a Basket (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 United States Federal Income Tax Considerations” 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 United States Federal Income Tax Considerations” 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
 
 

 
EX-99.18 20 dp53080_ex9918.htm EXHIBIT 99.18
Exhibit 99.18
 
ORRICK, HERRINGTON & SUTCLIFFE LLP
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6142
 
January 30, 2015
 
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. U1158 dated January 27, 2015 relating to Step-Up Contingent Coupon Callable Yield Notes due January 30, 2025 Linked to the Performance of the EURO STOXX 50® Index and the Russell 2000® Index (the “Pricing Supplement”), to the underlying supplement dated July 29, 2013 relating to Medium-Term Notes and Warrants Underlying Supplement for Indices and Exchange-Traded Funds (the “Underlying Supplement”), to the product supplement dated March 23, 2012 relating to Callable Yield Notes Linked to the Performance of One or More Indices, Exchange-Traded Funds, Equity Securities, Exchange Rates, Commodities, Commodity Futures Contracts or a Basket (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 United States Federal Income Tax Considerations” 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 United States Federal Income Tax Considerations” 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
 
 

 
EX-99.19 21 dp53080_ex9919.htm EXHIBIT 99.19
Exhibit 99.19
 
ORRICK, HERRINGTON & SUTCLIFFE LLP
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6142
 
January 30, 2015
 
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. U1159 dated January 27, 2015 relating to Step-Up Contingent Coupon Callable Yield Notes due January 30, 2030 Linked to the Performance of the S&P 500® Index (the “Pricing Supplement”), to the underlying supplement dated July 29, 2013 relating to Medium-Term Notes and Warrants Underlying Supplement for Indices and Exchange-Traded Funds (the “Underlying Supplement”), to the product supplement dated March 23, 2012 relating to Callable Yield Notes Linked to the Performance of One or More Indices, Exchange-Traded Funds, Equity Securities, Exchange Rates, Commodities, Commodity Futures Contracts or a Basket (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 United States Federal Income Tax Considerations” 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 United States Federal Income Tax Considerations” 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
 
 

 
EX-99.20 22 dp53080_ex9920.htm EXHIBIT 99.20
Exhibit 99.20
 
ORRICK, HERRINGTON & SUTCLIFFE LLP
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6142
 
January 30, 2015
 
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. U1161 dated January 27, 2015 relating to 7.30% 7.5 Year Callable Daily Range Accrual Securities due July 29, 2022 Linked to the Performance of the Russell 2000® Index (the “Pricing Supplement”), to the underlying supplement dated July 29, 2013 relating to Medium-Term Notes and Warrants Underlying Supplement for Indices and Exchange-Traded Funds (the “Underlying Supplement”), to the product supplement dated March 23, 2012 relating to Callable Yield Notes Linked to the Performance of One or More Indices, Exchange-Traded Funds, Equity Securities, Exchange Rates, Commodities, Commodity Futures Contracts or a Basket (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 United States Federal Income Tax Considerations” 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 United States Federal Income Tax Considerations” 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
 
 

 
EX-99.21 23 dp53080_ex9921.htm EXHIBIT 99.21
Exhibit 99.21
 
ORRICK, HERRINGTON & SUTCLIFFE LLP
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6142
 
January 30, 2015
 
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. U1164 dated January 27, 2015 relating to 8.00% per annum Contingent Coupon Callable Yield Notes due January 30, 2025 Linked to the Performance of the EURO STOXX 50® Index and the Russell 2000® Index (the “Pricing Supplement”), to the underlying supplement dated July 29, 2013 relating to Medium-Term Notes and Warrants Underlying Supplement for Indices and Exchange-Traded Funds (the “Underlying Supplement”), to the product supplement dated March 23, 2012 relating to Callable Yield Notes Linked to the Performance of One or More Indices, Exchange-Traded Funds, Equity Securities, Exchange Rates, Commodities, Commodity Futures Contracts or a Basket (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 United States Federal Income Tax Considerations” 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 United States Federal Income Tax Considerations” 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
 
 

 
EX-99.22 24 dp53080_ex9922.htm EXHIBIT 99.22
Exhibit 99.22
 
ORRICK, HERRINGTON & SUTCLIFFE LLP
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6142
 
January 30, 2015
 
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. U1168 dated January 28, 2015 relating to Trigger Phoenix Autocallable Optimization Securities Linked to the least performing underlying between the Russell 2000® Index and the EURO STOXX 50® Index due on January 31, 2025 (the “Pricing Supplement”), to the underlying supplement dated July 29, 2013 relating to Medium-Term Notes and Warrants Underlying Supplement for Indices and Exchange-Traded Funds (the “Underlying Supplement”), to the product supplement dated March 23, 2012 relating to Callable Yield Notes Linked to the Performance of One or More Indices, Exchange-Traded Funds, Equity Securities, Exchange Rates, Commodities, Commodity Futures Contracts or a Basket (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 United States Federal Income Tax Considerations” in the Product Supplement and “What Are the Tax Consequences of the Securities?” 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 United States Federal Income Tax Considerations” in the Product Supplement and “What Are the Tax Consequences of the Securities?” 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-99.23 25 dp53080_ex9923.htm EXHIBIT 99.23
Exhibit 99.23
 
ORRICK, HERRINGTON & SUTCLIFFE LLP
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6142
 
January 30, 2015
 
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. U1171 dated January 28, 2015 relating to Trigger Phoenix Autocallable Optimization Securities Linked to the Common Stock of Phillips 66 due on January 30, 2020 (the “Pricing Supplement”), to the product supplement dated March 23, 2012 relating to Callable Yield Notes Linked to the Performance of One or More Indices, Exchange-Traded Funds, Equity Securities, Exchange Rates, Commodities, Commodity Futures Contracts or a Basket (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 United States Federal Income Tax Considerations” in the Product Supplement and “What Are the Tax Consequences of the Securities?” 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 United States Federal Income Tax Considerations” in the Product Supplement and “What Are the Tax Consequences of the Securities?” 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-99.24 26 dp53080_ex9924.htm EXHIBIT 99.24
Exhibit 99.24
 
ORRICK, HERRINGTON & SUTCLIFFE LLP
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6142
 
January 30, 2015
 
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. U1173 dated January 28, 2015 relating to 11.00% per annum Contingent Coupon Autocallable Yield Notes due January 30, 2017 Linked to the Performance of the Common Stock of Tesoro Corporation (the “Pricing Supplement”), to the product supplement dated March 23, 2012 relating to Callable Yield Notes Linked to the Performance of One or More Indices, Exchange-Traded Funds, Equity Securities, Exchange Rates, Commodities, Commodity Futures Contracts or a Basket (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 United States Federal Income Tax Considerations” 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 United States Federal Income Tax Considerations” 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
 
 

 
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