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 February 2023

Commission File Number 1-15242

Deutsche Bank Corporation
(Translation of Registrant’s Name Into English)

Deutsche Bank Aktiengesellschaft
Taunusanlage 12
60325 Frankfurt am Main
Germany
(Address of Principal Executive Office)

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 ☒ Form 40-F ☐

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): ☐

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): ☐

Explanatory note

This Report on Form 6-K contains the following exhibits. This Report on Form 6-K and the exhibits hereto are hereby incorporated by reference into Registration Statement No. 333-258403 of Deutsche Bank AG.

Exhibits

Exhibit 5.4: Opinion of Group Legal Services of Deutsche Bank Aktiengesellschaft.

Exhibit 5.5: Opinion of Davis Polk & Wardwell LLP.

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.

DEUTSCHE BANK AKTIENGESELLSCHAFT

Date: February 10, 2023

By:	/s/ Andrew Rivas
Name: Andrew Rivas
Title: Director
By:	/s/ Vy Vy Huynh
Name: Vy Vy Huynh
Title: Vice President

EX-5.4

Exhibit 5.4

   

To: Deutsche Bank Aktiengesellschaft
Taunusanlage 12
60325 Frankfurt am Main
Germany

February 10, 2023

Deutsche Bank Aktiengesellschaft – $1,500,000,000 Fixed to Floating Rate Subordinated Tier 2 Notes due February 10, 2034

Ladies and Gentlemen:

In our capacity as counsel of Deutsche Bank Aktiengesellschaft (the “Bank”), we have advised the Bank as to matters of German law in connection with the offering and sale (the “Offer”) pursuant to a registration statement on Form F-3 (No. 333-258403) filed with the Securities and Exchange Commission (the “Commission”) on August 3, 2021 (the “Registration Statement”), and the base prospectus dated August 3, 2021, as supplemented by the prospectus supplement dated August 3, 2021, the preliminary pricing supplement dated February 6, 2023 and the final pricing supplement dated February 6, 2023 (together, the “Prospectus”) of $1,500,000,000 aggregate principal amount of the Fixed to Floating Rate Subordinated Tier 2 Notes due February 10, 2034 (the “Notes”) issued by the Bank, acting through its New York branch, pursuant to the Amended and Restated Subordinated Indenture dated August 3, 2021 (the “Subordinated Indenture”) among the Bank, Wilmington Trust, National Association, as trustee (the “Trustee”), and Deutsche Bank Trust Company Americas, as paying agent, transfer agent, registrar and authenticating agent (the “Agent”).

This opinion is confined to and given on the basis of German law as it exists at the date hereof. We have made no investigation of the laws of the State of New York or of any other jurisdiction as a basis for this opinion and do not express or imply any opinion thereon. We have assumed that there is nothing in such laws which affects this opinion.

For the purpose of this opinion we have examined the following documents:

(a) the Articles of Association (Satzung) of the Bank as currently in force;

(b) scanned copies of the Subordinated Indenture and the Notes in global form as executed by the Bank and authenticated by the Agent (collectively, the “Transaction Documents”);

(c) electronic copies of the Registration Statement and the Prospectus;

(d) a scanned copy of the power of attorney issued on behalf of the Bank by Christian Sewing and James von Moltke, members of the Management Board of the Bank, on July 23, 2021 (the “Power of Attorney”); and

(e) such other documents as we have deemed necessary to enable us to give this opinion.

We have relied, as to matters of fact, on certificates of the responsible officers of the Bank and public officials. We have assumed that:

Chairman of the Supervisory Board: Alexander R. Wynaendts.

Management Board: Christian Sewing (Chairman), James von Moltke, Karl von Rohr, Fabrizio Campelli, Bernd Leukert, Alexander von zur Mühlen,

Christiana Riley, Rebecca Short, Stefan Simon, Olivier Vigneron.

Deutsche Bank Aktiengesellschaft domiciled in Frankfurt am Main; Local Court of Frankfurt am Main, HRB No 30 000; VAT ID No DE114103379; www.db.com

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(i) the Transaction Documents are within the capacity and power of, and have been validly authorized, executed and delivered by, the parties thereto other than the Bank and that there has been no breach of any of the terms thereof;

(ii) the Transaction Documents are valid, binding and enforceable under the laws of the State of New York (by which they are expressed to be governed, except with respect to the subordination provisions which are expressed to be governed by the laws of Germany (the "German Law Provisions")), except that no such assumption is made as to the German Law Provisions;

(iii) the Notes are being offered and sold as contemplated by the Registration Statement and the Prospectus;

(iv) the Subordinated Indenture has not subsequently been amended in a manner applicable to the Notes;

(v) the Notes have not subsequently been amended;

(vi) the Power of Attorney has not subsequently been amended; and

(vii) all signatures on all documents submitted to us are genuine, and where provided in electronic format, have been affixed by the individual whose name appears in the signature block, and that copies of all documents submitted to us are complete and conform to the originals.

Based upon the foregoing we are of the opinion that:

(1) the Bank is duly organized and validly existing as a stock corporation (Aktiengesellschaft) under the laws of Germany and had the corporate power to, and undertook all necessary corporate action to, execute, deliver and file the Registration Statement;

(2) the Bank has corporate power and capacity to execute and deliver the Transaction Documents and to perform its obligations thereunder;

(3) the execution and delivery of the Transaction Documents have been duly authorized by all necessary corporate action of the Bank;

(4) the Subordinated Indenture has been validly executed and delivered on behalf of the Bank and constitutes a valid and binding obligation of the Bank, which, with respect to the Notes, is to be performed through the Bank’s New York branch;

(5) the terms of the Notes, having been established by the Subordinated Indenture, have been duly authorized by the Bank;

(6) the Notes have been validly executed and delivered on behalf of the Bank and constitute valid and binding obligations of the Bank, which are to be performed through the Bank’s New York branch; and

(7) the courts in Germany (assuming they accept jurisdiction) would observe and give effect to the choice of the laws of the State of New York as governing the Transaction Documents, except for the German Law Provisions thereof, with respect to which such courts would observe and give effect to German law.

This opinion is subject to the following qualifications:

(A) enforcement of the Transaction Documents may be limited by bankruptcy, insolvency, liquidation, reorganization, limitation and other laws of general application, or by governmental acts, relating to or affecting the rights of creditors;

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(B) enforcement of any agreement, instrument or document may be limited by any resolution measures exercised by the competent resolution authority under the relevant resolution laws and regulations applicable to the Bank; the resolution authority may convert to equity or reduce the principal amount of liabilities, transfer assets, rights and liabilities and take other resolution measures which relate to or affect the rights of creditors;

(C) enforcement of rights may be limited by statutes of limitation or lapse of time;

(D) courts in Germany (assuming they accept jurisdiction) do not apply provisions of foreign law to the extent such provisions are obviously irreconcilable with essential principles of German law, in particular rights under constitutional law of Germany;

(E) any judicial proceedings in Germany enforcing rights will be subject to the rules of civil procedure as applied by the courts in Germany, which inter alia and without limitation, might require the translation of foreign language documents into the German language; and

(F) we do not express an opinion as to any rights and obligations the Bank may have or appears to have under the Transaction Documents against itself.

We hereby consent to the use of our name in the Prospectus under the heading “Legal Matters”, as counsel for the Bank who has passed on the validity of the Notes, to the filing of this opinion with the Commission as Exhibit 5.4 to the Bank’s Current Report on Form 6-K, dated February 10, 2023, and to the incorporation by reference of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended or the rules and regulations of the Commission promulgated thereunder.

This opinion is furnished by us, as counsel of the Bank, in connection with the Offer and, except as provided in the immediately preceding paragraph, is not to be used, circulated, quoted or otherwise referred to for any other purpose without our prior written approval in each instance, or relied upon by any other person. We assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinions expressed herein.

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

Very truly yours,

/s/ Dr. Mathias Otto   Dr. Mathias Otto General Counsel of Infrastructure and Regulatory Advice of Deutsche Bank Aktiengesellschaft   /s/ Dr. Philipp Federlin     Dr. Philipp Federlin  Associate General Counsel of Deutsche Bank Aktiengesellschaft  

EX-5.5

Exhibit 5.5

  Davis Polk & Wardwell London llp 5 Aldermanbury Square
London EC2V 7HR  davispolk.com

February 10, 2023

Deutsche Bank AG
Taunusanlage 12
60325 Frankfurt am Main
Germany

Ladies and Gentlemen

Deutsche Bank Aktiengesellschaft, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany (the “Bank”), has filed with the Securities and Exchange Commission a Registration Statement on Form F-3 on August 3, 2021 (File No. 333-258403) (the “Registration Statement”) and the related Base Prospectus on August 3, 2021, as supplemented by the prospectus supplement dated August 3, 2021 and the final pricing supplement dated February 6, 2023 (together, the “Prospectus”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), $1,500,000,000 aggregate principal amount of the Bank’s Fixed-to-Floating Rate Subordinated Tier 2 Notes (the “Notes”). The Notes are to be issued on February 10, 2023 pursuant to the provisions of the Amended and Restated Subordinated Indenture dated August 3, 2021 (the “Indenture”), among the Bank, Wilmington Trust, National Association, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, transfer agent, registrar and authenticating agent. The Notes are to be sold pursuant to the Distribution Agreement dated August 3, 2021 (the “Distribution Agreement”) among the Bank, Deutsche Bank Securities Inc. and the several agents parties thereto (the “Underwriters”) and the related Terms Agreement dated February 6, 2023 (the “Terms Agreement”) in relation to the Notes among the Bank, Deutsche Bank Securities Inc. and the agents named therein (the “Agents”).

We have been appointed by you as your special United States products counsel, and we 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 Bank that we reviewed were and are accurate and (vi) all representations made by the Bank as to matters of fact in the documents that we reviewed were and are accurate.

Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion, assuming the Notes have been duly authorized, executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Agents pursuant to the Distribution Agreement and the Terms Agreement, the Notes will constitute valid and binding obligations of the Bank, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including without limitation, concepts of good faith, fair dealing and the lack of bad faith) and possible judicial or regulatory actions or applications giving effect to governmental actions or foreign laws affecting creditors' rights, provided that we express no opinion as to, (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above or (ii) the validity, legally binding effect or enforceability of any provision that permits

Davis Polk & Wardwell London LLP is a limited liability partnership formed under the laws of the State of New York, USA and is authorised and regulated by the Solicitors Regulation Authority with registration number 566321.
Davis Polk includes Davis Polk & Wardwell LLP and its associated entities

  Deutsche Bank AG

holders to collect any portion of the stated principal amount upon acceleration of the Notes to the extent determined to constitute unearned interest.

We hereby confirm that our opinion as to the material U.S. federal income tax consequences to U.S. Holders of an investment in the Notes is set forth in full under the caption “Tax Considerations” in the final pricing supplement dated February 6, 2023.

In connection with the opinion expressed above, we have assumed that the Bank is validly existing as a stock corporation under the laws of the Federal Republic of Germany. In addition, we have assumed that the Indenture and the Notes (collectively, the “Documents”) are valid, binding and enforceable agreements of each party thereto (other than as expressly covered above in respect of the Bank). We have also assumed that the execution, delivery and performance by each party to each Document to which it is a party (a) are within its corporate powers, (b) do not contravene, or constitute a default under, the articles of association or certificate of incorporation or bylaws or other constitutive documents of such party, (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 or any judgment, injunction, order or decree or any agreement or other instrument binding upon such party.

We express no opinion relating to any provision of the Notes relating to the subordination of the Notes set forth in the second and third paragraph of Section 2.03 of the Indenture to the extent it purports to be governed by the laws of the Federal Republic of Germany.

In connection with our opinion above, we note that, as of the date of this opinion, a judgment for money in an action based on Notes payable in foreign currencies in a federal or state court in the United States ordinarily would be enforced in the United States only in United States dollars. The date used to determine the rate of conversion of the foreign currency in which a particular Note is payable into United States dollars will depend upon various factors, including which court renders the judgment. However, if a judgment for money in an action based on the Notes were entered by a New York court, such court would enter the judgment in the foreign currency. In addition, we express no opinion as to any provision in any Indenture that (i) subjects the Bank to any claim for deficiency resulting from a judgment being rendered in a currency other than the currency called for in such Indenture, or (ii) purports to constitute a waiver by the Bank of any right to pay any amount under such Indenture in a currency other than that in which such amount is expressed to be payable. We express no opinion as to the enforceability of Section 12.12 of the Indenture relating to currency indemnity.

We express no opinion as to provisions in the Indenture which purport to constitute waivers of objections to venue, or claims that a particular jurisdiction is an inconvenient forum. With respect to the first sentence of Section 12.11 of the Indenture, we express no opinion as to the subject matter jurisdiction of any United States Federal court to adjudicate any action relating to the Notes where jurisdiction based on diversity of citizenship under 28 U.S.C. § 1332 does not exist.

We are members of the Bar of the State of New York, and the foregoing opinion is limited to the laws of the State of New York and the federal laws of the United States, except that we express no opinion as to any law, rule or regulation that is applicable to the Bank or the Documents or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Documents or any of its affiliates due to the specific assets or business of such party or such affiliate. Insofar as the foregoing opinions involve matters governed by German law, we have relied, without independent inquiry or investigation, on the opinion of Group Legal Services of Deutsche Bank AG, dated February 10, 2023, attached as Exhibit A hereto.

February 10, 2023  2

  Deutsche Bank AG

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 its incorporation by reference into the Registration Statement and further consent to the reference to our name under the captions “Tax Considerations” and “Legal Matters” in the

Prospectus. In giving this consent, 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 London LLP

February 10, 2023  3

Exhibit A

DBAG Opinion

Attached.

Davis Polk & Wardwell London LLP is a limited liability partnership formed under the laws of the State of New York, USA and is authorised and regulated by the Solicitors Regulation Authority with registration number 566321.
Davis Polk includes Davis Polk & Wardwell LLP and its associated entities