Exhibit 5.1
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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
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Credit Suisse AG
Paradeplatz 8
CH 8001 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. 333-218604-02) (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. 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 (as amended and supplemented from time to time and in effect as of the date hereof, the “Indenture”)
between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Trustee”).
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 all statements as to factual matters in certificates of 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 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 (i) applicable bankruptcy, insolvency and similar laws
affecting creditors’ rights generally, (ii) possible judicial or regulatory actions giving effect to governmental actions
or foreign laws affecting creditors’ rights and (iii) concepts of reasonableness and
| Credit Suisse AG | 2 | January 18, 2018 |
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 November 28, 2017 and filed by the Company with the Commission as an exhibit to a Report on
Form 6-K on November 28, 2017. 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 expressed 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 (1) the execution, delivery and performance under the Indenture (A) are within the corporate powers of the
Trustee, (B) do not and will not contravene, or constitute a default under, the certificate of incorporation or bylaws or other
constitutive documents of the Trustee or the Company, (C) require no action by or in respect of, or filing with, any governmental
body, agency or official and (D) 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 (2) that the Indenture has been duly authorized, executed and delivered by the Trustee and the Company 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, |
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| /s/ Davis Polk & Wardwell LLP |
| Credit Suisse AG | 3 | January 18, 2018 |
Exhibit A
| Title of Securities |
Date of Pricing Supplement |
Pricing Supplement No. |
| Autocallable Securities due January 19, 2021 |
January 12, 2018 |
T1195 |
| 12.00% per annum Contingent Coupon Autocallable Yield Notes due January 21, 2020 |
January 12, 2018 |
U2543 |
| Trigger Autocallable Contingent Yield Notes |
January 12, 2018 |
U2564 |
| Trigger Autocallable Contingent Yield Notes |
January 12, 2018 |
U2565 |
| Auto-Callable Contingent Income Securities |
January 12, 2018 |
U2568 |
| Contingent Coupon Autocallable Yield Notes due January 21, 2020 |
January 12, 2018 |
U2577 |
Form 40-F 
