S-8

As filed with the Securities and Exchange Commission on January 31, 2011

Registration No. 333-                

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ABB Ltd

(Exact name of registrant as specified in its charter)

Switzerland (State or other jurisdiction of incorporation or organization)	N/A(IRS Employer Identification No.)
P.O. Box 1831, Affolternstrasse 44, CH-8050, Zurich, Switzerland (Address of Principal Executive Offices)	N/A (Zip Code)

Baldor Electric Company 2006 Equity Incentive Plan
Baldor Electric Company 1994 Incentive Stock Plan
(Full title of the plan)

E. Barry Lyon
Assistant General Counsel
ABB Holdings Inc.

501 Merritt 7

Norwalk, Connecticut 06851

Telephone: (203) 750-2326
(Name, address and telephone number, including area code, of agent for service)

Copies to:

Thomas W. Christopher, Esq.

Christopher A. Kitchen, Esq.

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

(212) 446-4800

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one): 

Large accelerated filer  x	Accelerated filer  o
Non-accelerated filer  o	Smaller reporting company  o
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)		Proposed maximum offering price per share			Proposed maximum aggregate offering price			Amount of registration fee
Registered Shares, par value CHF 1.03	939,056	(2)	$	10.18	(4)	$	9,559,590.08	(4)	$	1,109.87
Registered Shares, par value CHF 1.03	233,967	(3)	$	8.72	(5)	$	2,040,192.24	(5)	$	236.87
Total	1,173,023					$	11,599,782.32		$	1,346.74

(1)Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares which become issuable under the above-named plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of Registered Shares.

(2)Represents shares of Registered Shares issuable upon the exercise of stock options granted under the Baldor Electric Company 2006 Equity Incentive Plan.

(3)Represents shares of Registered Shares issuable under the Baldor Electric Company 1994 Incentive Stock Plan.

(4)Estimated solely for purposes of calculating the amount of the registration fee and computed pursuant to Rules 457(c) and 457(h)(1) promulgated under the Securities Act, based on $10.18, the weighted average exercise price of the options issued and outstanding under the Baldor Electric Company 2006 Equity Incentive Plan as of the date hereof.

(5)Estimated solely for purposes of calculating the amount of the registration fee and computed pursuant to Rules 457(c) and 457(h)(1) promulgated under the Securities Act, based on $8.72, the weighted average exercise price of the options issued and outstanding under the Baldor Electric Company 1994 Incentive Plan as of the date hereof.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.Plan Information.

The documents containing the information specified in Part I will be delivered in accordance with Rule 428(b)(1) under the Securities Act.  Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “Commission”), either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.  These documents, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 2.Registrant Information and Employee Plan Annual Information.

Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are also incorporated by reference in the Section 10(a) prospectus), other documents required to be delivered to eligible participants pursuant to Rule 428(b) under the Securities Act and additional information about the Plans are available without charge by contacting:

Richard A. Brown

Affolternstrasse 44

CH-8050 Zurich

Switzerland

Telephone: +41-43-317-7111

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference.

The following documents, which have been filed with the Commission by ABB Ltd (the “Company”), are incorporated in this Registration Statement by reference:

(a)The Company’s Annual Report on Form 20-F for fiscal year ended December 31, 2009 filed with the Commission on March 19, 2010;

(b)the Company’s Reports on Form 6-K filed or furnished to the Commission on April 22, 2010, April 28, 2010, July 22, 2010, October 28, 2010, January 26, 2011 and January 28, 2011;

(c)the description of the Company’s Registered Shares, par value CHF 1.03, included under the caption “Description of the Registered Shares” in the Company’s Annual Report on Form 20-F (File No. 001-16429) filed with the Commission on March 19, 2010, pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such descriptions; and

(d)the Company’s Tender Offer Statements on Schedule TO, filed with the Commission on December 1, 2010 and December 8, 2010, and the Company’s amended Tender Offer Statements on Schedule TO/A, filed with the Commission on December 30, 2010 and January 11, 2011; and

(e)the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Commission by Baldor Electric Company on December 8, 2010.

All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, but prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of the filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.Description of Securities.

Not applicable.

Item 5.Interests of Named Experts and Counsel.

Not applicable.

Item 6.Indemnification of Directors and Officers.

Except as hereinafter set forth, neither the Articles of Incorporation of the Registrant nor any contract or other arrangement contains any provision under which any director or officer of the Registrant is insured or indemnified in any manner against any liability that he or she may incur in his or her capacity as such. In addition,

2

according to Homburger AG, our Swiss counsel, there is no provision of Swiss law providing for any such indemnification of directors or officers. The Registrant has obtained directors’ and officers’ liability insurance.

Item 7.Exemption from Registration Claimed.

Not applicable.

Item 8.Exhibits.

Reference is made to the attached Exhibit Index, which is incorporated by reference herein.

Pursuant to Item 8(b), the Registrant will cause the Plans described herein and any amendment to the Plans described herein to be submitted to the Internal Revenue Service (the “IRS”) in a timely manner and will make all changes required by the IRS in order to qualify the Plans described herein under Section 401 of the Internal Revenue Code of 1986, as amended.

Item 9.Undertakings.

(a)The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more tha n a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

3

(b)The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with t he securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Zurich, Switzerland, on January 31, 2011.

ABB LTD
By:	/s/ Michel Demaré
	Name: Michel Demaré
	Title: Executive Vice President and Chief
	Financial Officer
By:	/s/ Richard A. Brown
	Name: Richard A. Brown
	Title: Group Senior Vice President and Chief
	Counsel Corporate & Finance

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joe Hogan, Michel Demaré, Christian Bogers, Richard A. Brown and Diane de Saint Victor, and any two of them acting jointly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Commission, granting unto each said attorney-in-fact and agents, and any two of them acting jointly, full power and authority to do and perform each and every act and t hing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on January 31, 2011.

Signature	Title
/s/ Joe Hogan	Chief Executive Officer
Joe Hogan	(Principal Executive Officer)
	Executive Vice President and Chief Financial Officer
/s/ Michel Demaré	(Principal Financial Officer)
Michel Demaré
	Head of Group Function Reporting and Consolidation
/s/ Christian Bogers	(Principal Accounting Officer)
Christian Bogers

5

/s/ Hubertus von Grünberg	Director
Hubertus von Grünberg
/s/ Roger Agnelli	Director
Roger Agnelli
/s/ Louis R. Hughes	Director
Louis R. Hughes
/s/ Hans Ulrich Märki	Director
Hans Ulrich Märki
/s/ Michel de Rosen	Director
Michel de Rosen
/s/ Michael Treschow	Director
Michael Treschow
/s/ Bernd W. Voss	Director
Bernd W. Voss
/s/ Jacob Wallenberg	Director
Jacob Wallenberg

ABB HOLDINGS INC., its duly authorized representative in the United States
By:	/s/ E. Barry Lyon
	Name:   E. Barry Lyon
	Title: Assistant General Counsel

6

EXHIBIT INDEX

Exhibit Number	Description
4.1	Articles of Incorporation of ABB Ltd as of December 20, 2010.
4.2	Form of Amended and Restated Deposit Agreement, by and among ABB Ltd, Citibank, N.A., as Depositary, and the holders and beneficial owners from time to time of the American Depositary Shares issued thereunder (including as an exhibit the form of American Depositary Receipt) (incorporated by reference to Exhibit (a) to Form F-6 (File No. 333-147488) filed by ABB Ltd on November 19, 2007).
4.3	Form of American Depositary Receipt (included in Exhibit 4.2).
4.4	2006 Equity Incentive Plan, as amended effective May 2, 2009 (incorporated by reference to the Exhibit A to Baldor Electric Company’s Proxy Statement on Schedule 14A filed by Baldor Electric Company on April 3, 2009).
4.5	1994 Incentive Stock Option Plan, as restated and amended at Baldor Electric Company’s Annual Meeting on May 2, 1998 (incorporated by reference to the Exhibit 10(iii)A.1 to Baldor Electric Company’s Quarterly Report on Form 10-Q for the quarter ended July 4, 1998, filed by Baldor Electric Company on August 17, 1998).
5.1	Opinion of Homburger AG.
23.1	Consent of Independent Registered Public Accounting Firm.
23.2	Consent of Homburger AG (included as part of Exhibit 5.1).
24.1	Power of Attorney (included on the signature page of this Registration Statement).

7

EX-4.1

Exhibit 4.1

Articles of Incorporation of ABB Ltd, Zurich

as of December 20, 2010

This is a translation of the original German version. In case of any discrepancy, the German version shall prevail.

Section 1: Name, Place of Incorporation, Purpose and Duration

Article 1

Name, Place of Incorporation

Under the name

ABB Ltd

ABB AG

ABB SA

there exists a corporation with its place of incorporation in Zurich.

Article 2

Purpose

1The purpose of the Company is to hold interests in business enterprises, particularly in enterprises active in the areas of industry, trade and services.

2The Company may acquire, encumber, exploit or sell real estate and intellectual property rights in Switzerland and abroad and may also finance other companies.

3The Company may engage in all types of transactions and may take all measures that appear appropriate to promote, or that are related to, the purpose of the Company.

Article 3

Duration

The duration of the Company shall be unlimited.

Section 2: Share Capital

Article 4

Share Capital

1The share capital of the Company is CHF 2,378,045,525.92 and is divided into 2,308,782,064 fully paid registered shares. Each share has a par value of CHF 1.03.

2Upon resolution of the General Meeting of Shareholders, registered shares may be converted into bearer shares and bearer shares may be converted into registered shares.

1

Article 4bis

Contingent Share Capital

1The share capital may be increased in an amount not to exceed CHF 216,300,000 through the issuance of up to 210,000,000 fully paid registered shares with a par value of CHF 1.03 per share,

a)up to the amount of CHF 206,000,000 through the exercise of conversion rights and/or warrants granted in connection with the issuance on national or international capital markets of newly or already issued bonds or other financial market instruments by the Company or one of its group companies, and

b)up to the amount of CHF 10,300,000 through the exercise of warrant rights granted to the shareholders by the Company or one of its group companies. The Board of Directors may grant warrant rights not taken up by shareholders for other purposes in the interest of the Company.

The pre-emptive rights of the shareholders shall be excluded in connection with the issuance of convertible or warrant-bearing bonds or other financial market instruments or the grant of warrant rights. The then current owners of conversion rights and/or warrants shall be entitled to subscribe for the new shares. The conditions of the conversion rights and/or warrants shall be determined by the Board of Directors.

2The acquisition of shares through the exercise of conversion rights and/or warrants and each subsequent transfer of the shares shall be subject to the restrictions of art. 5 of these Articles of Incorporation.

3In connection with the issuance by the Company or one of its group companies of convertible or warrant-bearing bonds or other financial market instruments, the Board of Directors shall be authorized to restrict or deny the advance subscription rights of shareholders if such issuances are for the purpose of financing or refinancing the acquisition of an enterprise, parts of an enterprise, participations or new investments or the issuance on national or international capital markets. If advance subscription rights are denied by the Board of Directors, the following shall apply: the convertible or warrant-bearing bonds or other financial market

2

instruments shall be issued at the relevant market conditions and the new shares shall be issued pursuant to the relevant market conditions taking into account the share price and/or other comparable instruments having a market price. Conversion rights may be exercised during a maximum 10-year period, and warrants may be exercised during a maximum 7-year period, in each case from the date of the respective issuance. The advance subscription rights of the shareholders may be granted indirectly.

4The share capital may be increased in an amount not to exceed CHF 29,723,421.73 through the issuance of up to 28,857,691 fully paid registered shares with a par value of CHF 1.03 per share by the issuance of new shares to employees of the Company and group companies. The pre-emptive and advance subscription rights of the shareholders of the Company shall thereby be excluded. The shares or rights to subscribe for shares shall be issued to employees pursuant to one or more regulations to be issued by the Board of Directors, taking into account performance, functions, levels of responsibility and profitability criteria. Shares or subscription rights may be issued to employees at a price lower t han that quoted on the stock exchange.

5The acquisition of shares within the context of employee share ownership and each subsequent transfer of the shares shall be subject to the restrictions of art. 5 of these Articles of Incorporation.

Article 4ter

Authorized Share Capital

1The Board of Directors shall be authorized to increase the share capital in an amount not to exceed CHF 206,000,000 through the issuance of up to 200,000,000 fully paid registered shares with a par value of CHF 1.03 per share by not later than May 5, 2011. Increases in partial amounts shall be permitted.

2The subscription and acquisition of the new shares, as well as each subsequent transfer of the shares, shall be subject to the restrictions of art. 5 of these Articles of Incorporation.

3

3The Board of Directors shall determine the date of issue of new shares, the issue price, the type of payment, the conditions for the exercise of pre-emptive rights, and the beginning date for dividend entitlement. In this regard, the Board of Directors may issue new shares by means of a firm underwriting through a banking institution, a syndicate or another third party with a subsequent offer of these shares to the shareholders. The Board of Directors may permit pre-emptive rights that have not been exercised to expire or it may place these rights and/or shares as to which pre-emptive rights have been granted but not exercised, at market conditions or use them for other purposes in the inter est of the Company.

4The Board of Directors is further authorized to restrict or deny the pre-emptive rights of shareholders and allocate such rights to third parties if the shares are to be used:

a)for the acquisition of an enterprise, parts of an enterprise, or participations, or for new investments, or, in case of a share placement, for the financing or refinancing of such transactions; or

b)for the purpose of broadening the shareholder constituency in connection with a listing of shares on domestic or foreign stock exchanges.

Article 5

Share Register and Restrictions on Registration, Nominees

1The Company shall maintain a share register listing the surname and first name (in the case of legal entities, the company name) and address of the holders and usufructuaries of the registered shares.

2Acquirors of registered shares shall be registered upon request in the share register as shareholders with the right to vote, provided that they expressly declare that they acquired the registered shares in their own name and for their own account.

4

3If persons fail to expressly declare in their registration applications that they hold the shares for their own account (the “Nominees”), the Board of Directors shall enter such persons in the share register with the right to vote, provided that the Nominee has entered into an agreement with the Board of Directors concerning his status and is subject to a recognized bank or financial market supervision.

4After hearing the registered shareholder or Nominee, the Board of Directors may cancel registrations in the share register, retroactive to the date of registration, if such registrations were made based on incorrect information. The relevant shareholder or Nominee shall be informed immediately as to the cancellation.

5The Board of Directors shall regulate the details and issue the instructions necessary for compliance with the preceding provisions. In special cases, it may grant exemptions from the rule concerning Nominees. The Board of Directors may delegate its duties.

6Notwithstanding paras. 2–4 of this article, acquirors of registered shares may be registered in the share register with Värdepappers- centralen VPC AB (“VPC”) in accordance with Swedish law.

Article 6

Share Certificates and Intermediated Securities

1The Company may issue its registered shares in the form of single certificates, global certificates and uncertificated securities. Under the conditions set forth by statutory law, the Company may convert its registered shares from one form into another form at any time and without the approval of the shareholders. The Company shall bear the cost of any such conversion.

2If registered shares are issued in the form of single certificates or global certificates, they shall bear the signatures of two members of the Board of Directors. These signatures may be facsimile signatures.

3The shareholder has no right to demand a conversion of the form of the registered shares. Each shareholder may, however, at any time request a written confirmation from the Company of the registered shares held by such shareholder, as reflected in the share register.

5

4Intermediated securities based on registered shares of the Company cannot be transferred by way of assignment. A security interest in any such intermediated securities also cannot be granted by way of assignment.

5Uncertificated registered shares registered with Euroclear Sweden AB may be pledged in accordance with Swedish law.

Article 7

Exercise of Rights

1The Company shall only accept one representative per share.

2The right to vote and rights relating thereto under a registered share may be exercised vis-à-vis the Company only by a share-holder, usufructuary or Nominee registered in the share register with the right to vote.

Article 8

Dividend Access Facility

1The Company has established a dividend access facility under which shareholders who are resident in Sweden have the option to be registered with VPC as holders of a total of up to 600,004,716 registered shares of the Company, with suspended dividend entitlement. The claim to dividends against the Company on such registered shares shall be suspended as long as such registered shares are registered with VPC. In lieu thereof, on each such registered share, an amount equivalent to the dividend resolved on a registered share of the Company shall be paid in Swedish kronor by ABB Norden Holding AB based on the dividend entitlement on a preference share.

2In deciding on the appropriation of dividends, the General Meeting of Shareholders shall take into account that the Company will pay dividends only on shares that do not participate in the dividend access facility.

6

Section 3: Corporate Bodies

A. General Meeting of Shareholders

Article 9

Competence

The General Meeting of Shareholders is the supreme body of the Company.

Article 10

Ordinary General Meetings

The Ordinary General Meeting of Shareholders shall be held each year within six months after the close of the fiscal year of the Company; the business report and the Auditors’ report, together with the Group Auditors’ report, shall be made available for inspection by the shareholders at the place of incorporation of the Company by no later than twenty days prior to the meeting. Each shareholder is entitled to request immediate delivery of a copy of these documents. Shareholders will be notified of this in writing.

Article 11

Extraordinary General Meetings

1Extraordinary General Meetings of Shareholders shall be held when deemed necessary by the Board of Directors or the Auditors.

2Furthermore, Extraordinary General Meetings of Shareholders shall be convened upon resolution of a General Meeting of Shareholders or if this is requested by one or more shareholders who represent an aggregate of at least one-tenth of the share capital and who submit a petition signed by such shareholder(s), specifying the items for the agenda and the proposals.

Article 12

Notice of General Meetings

1Notice of General Meetings of Shareholders shall be given by the Board of Directors or, if necessary, by the Auditors, by no later than twenty days prior to the meeting date. Notice of the meeting shall be given by way of an announcement appearing once in the official publication organ of the Company. Shareholders may also

7

be informed by ordinary mail. Liquidators and representatives of bondholders shall also be entitled to call a General Meeting of Shareholders.

2The notice of a meeting shall state the items on the agenda and the proposals of the Board of Directors and of the shareholders who demanded that a General Meeting of Shareholders be held or that an item be included on the agenda and, in case of elections, the names of the nominated candidates.

Article 13

Agenda

1One or more shareholders whose combined shareholdings represent an aggregate par value of at least CHF 412,000 may demand that an item be included on the agenda of a General Meeting of Shareholders. Such inclusion must be requested in writing at least forty days prior to the meeting and shall specify the agenda items and proposals of such shareholder(s).

2No resolutions may be passed at a General Meeting of Shareholders concerning agenda items for which proper notice was not given. This provision shall not apply, however, to proposals made during a General Meeting of Shareholders to convene an Extraordinary General Meeting of Shareholders or to initiate a special audit.

3No previous notification shall be required for proposals concerning items included on the agenda and for debates as to which no vote is taken.

Article 14

Presiding Officer, Minutes, Vote Counters

1The General Meeting of Shareholders shall be held at the place of incorporation of the Company, unless the Board of Directors decides otherwise. The Chairman of the Board or, in his absence, a Vice-Chairman or any other Member appointed by the Board, shall take the chair.

2The presiding officer shall appoint the secretary and the vote counters. The minutes shall be signed by the presiding officer and the secretary.

8

3The presiding officer shall have all powers and authority necessary to ensure the orderly and undisturbed conduct of the General Meeting of Shareholders.

Article 15

Proxies

1The Board of Directors shall issue procedural rules regarding participation in and representation at the General Meeting of Shareholders.

2A shareholder may be represented only by his legal representative, another shareholder with the right to vote, a corporate body (Organvertreter), an independent proxy (unabhängiger Stimmrechts-vertreter), or a depositary (Depotvertreter). All shares held by one shareholder may be represented by only one representative.

Article 16

Voting Rights

Subject to art. 5 para. 2 of these Articles of Incorporation, each share shall grant the right to one vote.

Article 17

Resolutions, Elections

1Unless otherwise required by law, the General Meeting of Shareholders shall pass resolutions and decide elections upon an absolute majority of the votes represented.

2Resolutions and elections shall be decided by a show of hands, unless a secret ballot is resolved by the General Meeting of Share-holders or is ordered by the presiding officer. The presiding officer may also arrange for resolutions and elections to be carried out by electronic means. Resolutions and elections carried out by electronic means are deemed to have the same effect as secret ballots.

3The presiding officer may at any time order that an election or resolution decided by a show of hands be repeated through a secret ballot if, in his view, the results of the vote are in doubt. In this case, the preceding decision by a show of hands shall be deemed to have not occurred.

4If the first ballot fails to result in an election and more than one candidate is standing for election, the presiding officer shall order a second ballot in which a relative majority shall be decisive.

9

Article 18

Specific Powers of the General Meeting

The following powers shall be vested exclusively in the General Meeting of Shareholders:

a)adoption and amendment of the Articles of Incorporation;

b)election of the members of the Board of Directors, the Auditors, the Group Auditors and the Special Auditors;

c)approval of the annual report and the consolidated financial statements;

d)approval of the annual financial statements and deciding on the allocation of profits shown on the balance sheet, in particular with regard to dividends;

e)granting discharge to the members of the Board of Directors and the persons entrusted with management;

f)passing resolutions as to all matters reserved to the authority of the General Meeting by law or under these Articles of Incorporation or that are submitted to the General Meeting by the Board of Directors, subject to art. 716a Swiss Code of Obligations.

Article 19

Special Quorum

The approval of at least two-thirds of the votes represented shall be required for resolutions of the General Meeting of Shareholders with respect to:

a)a modification of the purpose of the Company;

b)the creation of shares with increased voting powers;

c)restrictions on the transfer of registered shares and the removal of such restrictions;

d)restrictions on the exercise of the right to vote and the removal of such restrictions;

e)an authorized or conditional increase in share capital;

f)an increase in share capital through the conversion of capital surplus, through an in-kind contribution or in exchange for an acquisition of property, and a grant of special benefits;

g)the restriction or denial of pre-emptive rights;

h)a transfer of the place of incorporation of the Company;

i)the dissolution of the Company.

10

B. Board of Directors

Article 20

Number of Directors

The Board of Directors shall consist of no less than 7 and no more than 13 members.

Article 21

Term of Office

1The term of office of the members of the Board of Directors shall be one year. In this regard, one year shall mean the period between two Ordinary General Meetings of Shareholders.

2Members of the Board of Directors whose terms of office have expired shall be immediately eligible for re-election.

Article 22

Organization of the Board, Remuneration

1The Board of Directors shall elect from among its members one Chairman. It shall appoint a secretary who need not be a member of the Board.

2The members of the Board of Directors shall be entitled to the reimbursement of all expenses incurred in the interests of the Company, as well as remuneration for their services that is appropriate in view of their functions and responsibilities. The amount of the remuneration shall be fixed by the Board of Directors or a committee of the Board of Directors.

Article 23

Convening of Meetings

The Chairman shall convene meetings of the Board of Directors if and when the need arises or whenever a member or the chief executive officer so requests in writing.

Article 24

Resolutions

1In order to pass resolutions, at least a majority of the members of the Board of Directors must be present. No attendance quorum shall be required for resolutions of the Board of Directors providing for the confirmation of capital increases or for the amendment of the Articles of Incorporation in connection therewith.

11

2Resolutions of the Board of Directors shall be adopted upon a majority of the votes cast. In the event of a tie, the Chairman shall have the casting vote.

3Resolutions may be passed by way of circulation (in writing), provided that no member requests oral deliberation.

Article 25

Specific Powers of the Board

1The Board of Directors has, in particular, the following nondele-gable and inalienable duties:

a)the ultimate direction of the business of the Company and the issuance of the necessary instructions;

b)the determination of the organization of the Company;

c)the administration of accounting, financial control and financial planning;

d)the appointment and removal of the persons entrusted with management and representation of the Company;

e)the ultimate supervision of the persons entrusted with management of the Company, specifically in view of their compliance with law, these Articles of Incorporation, the regulations and directives;

f)the preparation of business reports, the preparations for the General Meetings of Shareholders and the implementation of the resolutions adopted by the General Meetings of Share- holders;

g)the adoption of resolutions concerning an increase in share capital to the extent that such power is vested in the Board of Directors (art. 651 para. 4 Swiss Code of Obligations) and of resolutions concerning the confirmation of capital increases and corresponding amendments to the Articles of Incorporation, as well as making the required report on the capital increase;

h)the examination of the professional qualifications of the qualified auditors;

i)notification of the court if liabilities exceed assets.

12

2In addition, the Board of Directors may pass resolutions with respect to all matters that are not reserved to the authority of the General Meeting of Shareholders by law or under these Articles of Incorporation.

Article 26

Delegation of Powers

Subject to art. 25 of these Articles of Incorporation, the Board of Directors may delegate management of the Company in whole or in part to individual directors or to third persons (Executive Committee) pursuant to regulations governing the internal organization.

Article 27

Signature Power

The due and valid representation of the Company by members of the Board of Directors or other persons shall be set forth in regulations governing the internal organization.

C. Auditors

Article 28

Term, Powers and Duties

1The Auditors, which shall be elected by the General Meeting of Shareholders each year, shall have the powers and duties vested in them by law.

13

Section 4: Annual Financial Statements, Consolidated Financial Statements and Profit Allocation

Article 29

Fiscal Year, Business Report

1The fiscal year shall close as of December 31 of each year, closing for the first time on December 31, 1999.

2For each fiscal year, the Board of Directors shall prepare a business report including the annual financial statements (consisting of the profit and loss statements, balance sheet and notes to the financial statements), the annual report and the consolidated financial statements.

Article 30

Allocation of Profit Shown on the Balance Sheet, Reserves

1The profit shown on the balance sheet shall be allocated by the General Meeting of Shareholders within the limits set by applicable law. The Board of Directors shall submit its proposals to the General Meeting of Shareholders.

2Further reserves may be taken in addition to the reserves required by law.

3Dividends that have not been collected within five years after their expiry date shall pass to the Company and be allocated to the general reserves.

Section 5: Announcements, Communications

Article 31

Announcements, Communications

1The official publication organ of the Company shall be the Swiss Official Gazette of Commerce.

2To the extent that personal notification is not mandated by law, all communications to the shareholders shall be deemed valid if published in the Swiss Official Gazette of Commerce. Written communications by the Company to its shareholders shall be sent by ordinary mail to the last address of the shareholder or authorized recipient entered in the share register.

14

ABB Ltd

P. O. Box

CH-8050 Zurich

Telephone + 41 (0)43 317 71 11

Telefax      + 41 (0)43 317 44 20

www.abb.com

EX-5.1

Exhibit 5.1

Homburger AG

Weinbergstrasse 56 | 58

CH-8006 Zürich

Postfach 194 | CH-8042 Zürich

Telefon +41 43 222 10 00

Fax +41 43 222 15 00

lawyers@homburger.ch

To:

ABB Ltd

Affolternstrasse 44

P.O.Box 8131

8050 Zurich

January 31, 2011

ABB Ltd — Registration Statement on Form S-8 | Merger Agreement

Ladies and Gentlemen:

We have acted as special Swiss counsel to ABB Ltd, a company limited by shares incorporated under the laws of Switzerland (the Company), in connection with the Registration Statement on Form S-8 (the Registration Statement) to be filed with the United States Securities and Exchange Commission (the SEC) on the date hereof under the Securities Act of 1933, as amended (the Act), with respect to the registration of up to 1,173,023 registered shares of CHF 1.03 par value each of the Company that may be delivered pursuant to the plans covered by the Registration Statement (the Plans) assumed by the Company under the agreement and plan of merger by and among ABB Ltd, Brock Acquisition Corporation and Baldor Electric Company dated as of November 29, 2010 (the Merger Agreement). As such counsel, we have been requested to give our opinion as to certain legal matters und er Swiss law.

Capitalized terms used herein shall have the meaning attributed to them in the Documents unless otherwise defined herein.

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. 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 is not to be read as extending, by implication or otherwise, to any document referred to in the Documents (other than listed below) or any other matter.

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 below, and we express no opinion as to the accuracy of representations and warranties of facts set out in such documents or the factual background assumed therein.

For the purpose of giving this opinion, we have only examined originals or copies of the following documents (collectively the Documents):

(i)A copy of the Registration Statement, dated January 31, 2011;

(ii)a copy of the Articles of Association (Statuten) of the Company in their version of December 20, 2010 (the Articles); and

(iii)an electronic copy of an excerpt from the Commercial Register of the Canton of Zurich, Switzerland, for the Company, dated January 31, 2011 (the Excerpt).

No documents have been reviewed by us in connection with this opinion other than those listed above. 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.

II.Assumptions

In rendering the opinion below, we have assumed the following:

2

(a)all copies, fax copies or electronic versions of the documents produced to us conform to the respective original documents and the originals of such documents were executed in the manner and by the individuals appearing on the respective copies;

(b)all signatures appearing on all original documents or copies thereof which we have examined are genuine;

(c)the assumption of the Plans by the Company under the Merger Agreement is effective;

(d)the filing of the Registration Statement with the SEC has been authorized by all necessary actions under all applicable laws;

(e)the Registration Statement has been filed with the SEC; we have not investigated or verified the truth or accuracy of the information contained in the Registration Statement, nor have we been responsible for ensuring that no material information has been omitted from it;

(f)if and when registered shares of the Company are to be delivered pursuant to the Plans, the Company will hold a sufficient number of shares in treasury and/or have the required authority under Swiss law and the Articles to issue new registered shares to the holders of the rights pursuant to the Plans;

(g)any new registered shares issued by the Company (or any American Depository Shares representing such registered shares) will be listed on the New York Stock Exchange as required under applicable laws and regulations;

(h)all authorizations, approvals, consents, licenses, exemptions and other requirements for the filing of the Registration Statement or for any other activities carried on in view of, or in connection with, the performance of the obligations expressed to be undertaken by the Company in the Registration Statement have been duly obtained and are and will remain in full force and effect, and any related conditions to which the parties thereto are subject have been satisfied; and

3

(i)the Excerpt and the Articles of Association are correct, complete and up-to-date.

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.The Company is a corporation (Aktiengesellschaft) duly incorporated and validly existing under the laws of Switzerland.

2.The Company’s share capital registered in the Commercial Register of the Canton of Zurich amounts to CHF 2,378,045,525.92, divided into 2,308,782,064registered shares with a par value of CHF 1.03 each. Such registered shares, if and when delivered pursuant to the Plans, will have been validly issued, fully paid and are non-assessable.

3.Any new registered shares of the Company, if and when all  applicable requirements and limitations under Swiss law, the Articles and the Plans as regards the issuance authorization, the creation, the payment of the issuance price, the registration in the competent commercial register, the exercise of rights, and the issuance of any such registered shares have been complied with, will, if and when issued by the Company and delivered pursuant to the Plans, have been validly issued, fully paid and non-assessable.

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 thereto, or the effect thereon, of the laws of any other jurisdiction.

4

(b)The exercise of voting rights and rights related thereto with respect to any registered shares of the Company is only permissible after registration in the Company’s share register as a shareholder with voting rights in accordance with the provisions of, and subject to the limitations provided in, the Articles.

(c)We note that, under Swiss law, new registered shares issued out of the conditional share capital of the Company cannot be paid-in by way of a contribution in kind.

(d)We further note that the current authorized share capital of the Company (i) does not authorize the board of directors of the Company to withdraw the preemptive rights of shareholders for purposes of issuing new shares in connection with equity compensation plans, such as the Plans, and (ii) will expire on May 5, 2011.

(e)Any issuance of new registered shares out of the conditional share capital of the Company (i) has not been allocated to the Plans yet by the board of directors of the Company, (ii) must be confirmed by the auditor of the Company, and (iii) amended Articles of Association of the Company reflecting the issuance of such registered shares from the conditional share capital, together with said confirmation by the Company’s auditor, must be filed with the competent commercial register no later than three months after the end of the Company’s fiscal year.

(f)Any resolution of a general meeting of shareholders of the Company authorizing the issuance of new registered shares may be challenged by a shareholder in court within two months after the relevant general meeting of shareholders.

(g)The Company may at any time in the future, subject to the approval of the general meeting of shareholders and compliance with all other requirements under Swiss law and the Articles, cancel any of its own registered shares and/or reduce the par value of any of such registered shares through repayment of a value equal to the reduction in par value.

5

(h)We express no opinion as to any commercial, accounting, tax, 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 that are made or brought to our attention hereafter.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

This opinion is furnished by us, as special Swiss counsel to the Company, in connection with the filing of the Registration Statement, and except as provided in the immediately preceding paragraph, it may not (in full or in part) be used, copied, circulated or relied upon by any party or for any purpose without our written consent.

This opinion is governed by and shall be construed in accordance with the laws of Switzerland.

Sincerely yours,

HOMBURGER AG

6

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) of ABB Ltd pertaining to the Baldor Electric Company 2006 Equity Incentive Plan and the Baldor Electric Company 1994 Incentive Stock Plan of our reports dated March 12, 2010, with respect to the consolidated financial statements of ABB Ltd and the effectiveness of internal control over financial reporting of ABB Ltd, included in its Annual Report (Form 20-F) for the year ended December 31, 2009, filed with the Securities and Exchange Commission.

/s/ Ernst & Young AG

Zurich, Switzerland

January 24, 2011