Credit Suisse AG 6-K, filed Aug 9, 2021
Credit Suisse AG (GLDI)
About this 6-K
Credit Suisse AG filed this 6-K on August 9, 2021.
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
August 9, 2021
Commission File Number 001-33434
CREDIT SUISSE AG
(Translation of Registrant’s Name Into English)
Paradeplatz 8, 8001 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 ¨
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.
Explanatory note
This report on Form 6-K contains the exhibits set forth below. This report on Form 6-K and such exhibits are hereby incorporated by reference into Registration Statement No. 333-238458-02 of Credit Suisse AG.
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: August 9, 2021 | By: | /s/ Thomas Harrop | |
| Name: | Thomas Harrop | ||
| Title: | Authorized Person | ||
| By: | /s/ Praju Doshi | ||
| Name: | Praju Doshi | ||
| Title: | Authorized Person | ||
Exhibit 5.1
Writer’s Direct Dial: +44 20 7614 2237
E-Mail: ssperber@cgsh.com
August 9, 2021
Credit Suisse AG
Paradeplatz 8, 8070
Zurich, Switzerland
Ladies and Gentlemen:
We have acted as special United States counsel to Credit Suisse AG, a corporation established under the laws of, and duly licensed as a bank in, Switzerland (the “Company”), in connection with the offering by the Company, acting through its New York branch (the “Branch”), pursuant to a registration statement on Form F-3 (No. 333-238458-02) of $1,400,000,000 aggregate principal amount of 0.520% Senior Notes due 2023, $1,750,000,000 aggregate principal amount of 1.250% Senior Notes due 2026 and $600,000,000 aggregate principal amount of Floating Rate Senior Notes due 2023 (collectively, the “Securities”) to be issued under a senior indenture, dated as of March 29, 2007 (the “Base Indenture”), as supplemented by a second supplemental indenture, dated as of March 25, 2009 (the “Second Supplemental Indenture”) and a third supplemental indenture, dated as of September 9, 2020 (the “Third Supplemental Indenture” and, together with the Base Indenture and the Second Supplemental Indenture, the “Indenture”), in each case between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).
Such registration statement, as amended as of its most recent effective date (August 2, 2021), insofar as it relates to the Securities (as determined for purposes of Rule 430B(f)(2) under the Securities Act of 1933, as amended (the “Securities Act”)), including the documents incorporated by reference therein but excluding Exhibits 25.1 - 25.5, is herein called the “Registration Statement;” the related prospectus dated June 18, 2020, included in the Registration Statement filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act, including the documents incorporated by reference therein, is herein called the “Base Prospectus;” the related prospectus supplement dated June 18, 2020, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference therein, is herein called the “Prospectus Supplement;” the preliminary pricing supplement dated August 2, 2021, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference therein, is herein called the “Preliminary Pricing Supplement;” and the related final pricing supplement dated August 2, 2021, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference therein, is herein called the “Final Pricing Supplement.” The Base Prospectus, the Prospectus Supplement and the Preliminary Pricing Supplement together are herein called the “Pricing Prospectus,” and the Base Prospectus, the Prospectus Supplement and the Final Pricing Supplement together are herein called the “Final Prospectus.”
Credit Suisse AG, p. 2
In arriving at the opinion expressed below, we have reviewed the following documents: (a) the Registration Statement; (b) the Pricing Prospectus; (c) the Final Prospectus; (d) a facsimile copy of the Securities in global form as executed by the Company and authenticated by the Trustee; (e) an executed copy of the Terms Agreement dated August 2, 2021 related to the Securities (and incorporating by reference the Distribution Agreement dated May 7, 2007) (the “Terms Agreement”); and (f) an executed copy of the Indenture. In addition, we have made such investigations of law as we have deemed appropriate as a basis for the opinion expressed below.
In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.
Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that, when the Securities have been duly delivered to and paid for by the purchasers thereof in the manner described in the Terms Agreement and the Final Prospectus, the Securities will be the valid, binding and enforceable obligations of the Company, acting through the Branch, entitled to the benefits of the Indenture.
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 of August 9, 2021 and filed by the Company as an exhibit to a Report on Form 6-K on the date hereof. 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.
Insofar as the foregoing opinion relates to the validity, binding effect or enforceability of any agreement or obligation of the Company or the Branch, (a) we have assumed that the Company, the Branch and each other party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to the Company or the Branch regarding matters of the federal law of the United States of America or the law of the State of New York that in our experience normally would be applicable to general business entities or to banks with respect to such agreement or obligation), (b) such opinion is subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity, (c) we express no opinion with respect to the effect of any mandatory choice of law rules and (d) such opinion is subject to the effect of judicial application of foreign laws or foreign governmental actions affecting creditors’ rights.
We express no opinion as to the subject matter jurisdiction of any United States federal court to adjudicate any action relating to the Securities where jurisdiction based on diversity of citizenship under 28 U.S.C. §1332 does not exist.
Credit Suisse AG, p. 3
In addition, we note that the designation in Section 10.08(b) of the Indenture of the U.S. federal courts located in the Borough of Manhattan, City of New York as the venue for actions or proceeding relating to the Indenture and the Securities is (notwithstanding the waiver in Section 10.08(b)) subject to the power of such courts to transfer actions pursuant to 28 U.S.C. §1404(a) or to dismiss such actions or proceedings on the grounds that such a federal court is an inconvenient forum for such actions or proceedings.
We express no opinion as to the enforceability of Section 10.15 of the Base Indenture and Section 3(g) of the Second Supplemental Indenture relating to currency indemnity.
The foregoing opinion is limited to the federal law of the United States of America and the law of the State of New York.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to a Report on Form 6-K to be filed by the Company on the date hereof. 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 or the rules and regulations of the Commission thereunder.
The opinion expressed herein is rendered on and as of the date hereof, and 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 opinion expressed herein.
| Very truly yours, |
| CLEARY GOTTLIEB STEEN & HAMILTON LLP |
| By: | /s/ Sebastian R. Sperber |
| Sebastian R. Sperber, a Partner |
Exhibit 5.2
| |
|
Confidential To: —
Credit Suisse AG
|
Homburger AG Prime Tower Hardstrasse 201 CH–8005 Zurich
T +41 43 222 10 00 F +41 43 222 15 00 lawyers@homburger.ch |
| Zurich, August 9, 2021 | |
| Credit Suisse AG, acting through its New York Branch | |
| U.S. Medium-Term Note Program under the Credit Suisse Group AG and Credit Suisse AG U.S. Shelf / $1,400,000,000 aggregate principal amount of 0.520% Senior Notes due 2023, $1,750,000,000 aggregate principal amount of 1.250% Senior Notes due 2026 and $600,000,000 aggregate principal amount of Floating Rate Senior Notes due 2023 | |
Ladies and Gentlemen
We, Homburger AG, have acted as special Swiss counsel to Credit Suisse AG (Credit Suisse), a Swiss bank, in connection with the issuance by Credit Suisse, acting through its New York Branch (the Issuing Branch), of (i) $1,400,000,000 aggregate principal amount of 0.520% Senior Notes due 2023 (the 2023 Fixed Rate Notes, which expression, unless the context otherwise requires, includes the 2023 Fixed Rate Global Notes (as defined below)), (ii) $1,750,000,000 aggregate principal amount of 1.250% Senior Notes due 2026 (the 2026 Fixed Rate Notes, which expression, unless the context otherwise requires, includes the 2026 Fixed Rate Global Notes (as defined below)), and (iii) $600,000,000 aggregate principal amount of Floating Rate Senior Notes due 2023 (the Floating Rate Notes, which expression, unless the context otherwise requires, includes the Floating Rate Global Notes (as defined below), and, together with the 2023 Fixed Rate Notes and the 2026 Fixed Rate Notes, the Notes) under the Senior Indenture dated as of March 29, 2007 (the Base Indenture), between Credit Suisse and The Bank of New York Mellon, as trustee (in such capacity, the Trustee), as supplemented by the Second Supplemental Indenture dated as of March 25, 2009 (the Second Supplemental Indenture), and the Third Supplemental Indenture dated as of September 9, 2020 (the Third Supplemental Indenture and, together with the Second Supplemental Indenture and the Base Indenture, the Indenture), in each case, between Credit Suisse and the Trustee. As such special Swiss counsel, we have been requested to give our opinion as to certain matters of Swiss law relating to the Notes.
Homburger
| I. | Basis of Opinion |
This opinion is confined to and given on the basis of the laws of Switzerland in force at the date hereof. Such laws and the interpretation thereof are subject to change. In the absence of explicit statutory law, we base our opinion solely on our independent professional judgment. This opinion is also confined to the matters stated herein and the Documents (as defined below), and is not to be read as extending, by implication or otherwise, to any agreement or other document referred to in any of the Documents (including, in the case of the Prospectus (as defined below), any document incorporated by reference therein or exhibited thereto) or any other matter.
For purposes of this opinion, we have not conducted any due diligence or similar investigation as to factual circumstances that are or may be referred to in the Documents, and we express no opinion as to the accuracy of representations and warranties of facts set out in the Documents or the factual background assumed therein.
For purposes of this opinion, we have only reviewed the following documents (collectively, the Documents):
| (i) | an electronic copy of the executed Distribution Agreement dated May 7, 2007, between Credit Suisse Securities (USA) LLC, as distributor, and Credit Suisse (the Distribution Agreement); |
| (ii) | an electronic copy of the executed Base Indenture; |
| (iii) | an electronic copy of the executed Second Supplemental Indenture; |
| (iv) | an electronic copy of the executed Third Supplemental Indenture; |
| (v) | an electronic copy of the executed Terms Agreement with respect to the Notes dated August 2, 2021, between Credit Suisse Securities (USA) LLC, as distributor, and the several underwriters named therein, on the one hand, and Credit Suisse, acting through the Issuing Branch, on the other hand (the Terms Agreement and, together with the Distribution Agreement and the Indenture, the Transaction Agreements); |
| (vi) | an electronic copy of the executed (i) three global notes representing the 2023 Fixed Rate Notes (the 2023 Fixed Rate Global Notes), (ii) four global notes representing the 2026 Fixed Rate Notes (the 2026 Fixed Rate Global Notes), and (iii) two global notes representing the Floating Rate Notes (the Floating Rate Global Notes and, together with the 2023 Fixed Rate Global Notes and the 2026 Fixed Rate Global Notes, the Global Notes); |
| (vii) | an electronic copy of the prospectus dated June 18, 2020 (the Base Prospectus); |
| (viii) | an electronic copy of the prospectus supplement to the Base Prospectus dated June 18, 2020 (the Prospectus Supplement); |
| (ix) | an electronic copy of the pricing supplement to the Prospectus Supplement dated August 2, 2021 (together with the Base Prospectus and the Prospectus Supplement, the Prospectus); |
Homburger
| (x) | an electronic copy of the Officer's Certificate dated June 18, 2020, issued by Credit Suisse pursuant to Sections 2.02, 10.03 and 10.04 of the Indenture; |
| (xi) | a certified excerpt from the Commercial Register of the Canton of Zurich for Credit Suisse, dated June 30, 2021 (the Excerpt); |
| (xii) | a copy of the articles of association (Statuten) of Credit Suisse in their version as of (A) April 19, 2006 (the 2006 Articles), (B) August 26, 2008 (the 2008 Articles), and (C) September 4, 2014 (the 2014 Articles); |
| (xiii) | an electronic copy of (A) the Organizational Guidelines and Regulations of Credit Suisse, valid as of January 1, 2006 (the 2006 Regulations), and (B) the Organizational Guidelines and Regulations of Credit Suisse Group AG and Credit Suisse, valid as of (v) March 24, 2009 (the 2009 Regulations), (w) April 25, 2019 (the April 2019 Regulations), (x) December 5, 2019 (the December 2019 Regulations), (y) August 20, 2020 (the 2020 Regulations), and (z) April 1, 2021 (the 2021 Regulations); |
| (xiv) | an electronic copy of (A) the GP-00200 Global Policy Funding Authority within Credit Suisse Group and Credit Suisse effective as of (x) January 1, 2007 (the 2007 Funding Authority), and (y) December 17, 2008 (the 2008 Funding Authority), and (B) the Global Policy (GP-00200) Funding Authority for Third Party transactions effective as of (x) June 4, 2019 (the 2019 Funding Authority), and (y) June 4, 2021 (the 2021 Funding Authority); |
| (xv) | an electronic copy of (A) the memorandum of the Chief Financial Officer of Credit Suisse and Credit Suisse Group AG to the members of the Board of Directors of Credit Suisse and Credit Suisse Group AG, dated February 14, 2007 (the February 2007 CFO Approval), (B) the certificate of R. Fassbind, as Chief Financial Officer of Credit Suisse (CFO), dated May 2, 2007 (the May 2007 CFO Approval), (C) the certificate of R. Fassbind, as CFO, dated March 12, 2009 (the 2009 CFO Approval), and (D) the certificate of D. Mathers, as CFO, dated May 12, 2020 (the 2020 CFO Approval and, together with the February 2007 CFO Approval, the May 2007 CFO Approval and the 2009 CFO Approval, the CFO Approvals); |
| (xvi) | an electronic copy of (A) the power of attorney dated March 26, 2007, issued by R. Fassbind, as CFO, and R. Enderli, as Treasurer of Credit Suisse (Treasurer) (the March 2007 Power of Attorney), (B) the power of attorney dated May 2, 2007, issued by R. Fassbind, as CFO, and R. Enderli, as Treasurer (the May 2007 Power of Attorney), (C) the power of attorney dated March 20, 2008, issued by R. Fassbind, as CFO, and R. Enderli, as Treasurer (the 2008 Power of Attorney), (D) the power of attorney dated July 19, 2019, issued by D. Mathers, as CFO, and D. Wong, as Treasurer (the 2019 Power of Attorney), and (E) the power of attorney dated January 8, 2021, issued by D. Mathers, as CFO, and G.M. Martino, as Treasurer (the 2021 Power of Attorney); |
| (xvii) | an electronic copy of the email dated August 3, 2021, from P.V. Doshi to G.M. Martino, as Treasurer, with a copy to T. Wenke, J.K. Beaudry, J. Granados and H. Schmid Obrist, and the reply email dated August 3, 2021, from G.M. Martino, as Treasurer, to P.V. Doshi, with a copy to T. Wenke, J.K. Beaudry, J. Granados and H. Schmid Obrist, regarding the approval of the Notes by the Treasurer (together with the CFO Approvals, the Approvals); |
| (xviii) | an electronic copy of the Secretary's Certificate dated August 9, 2021 (including the exhibits thereto, the Secretary's Certificate), executed by two Corporate Secretaries of Credit Suisse; and |
| (xix) | an email confirmation from J. K. Beaudry dated August 9, 2021 (the Confirmation). |
Homburger
No documents have been reviewed by us in connection with this opinion other than the Documents. Accordingly, we shall limit our opinion to the Documents and their legal implications under Swiss law.
In this opinion, Swiss legal concepts are expressed in English terms and not in their original language. These concepts may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions. With respect to Documents governed by laws other than the laws of Switzerland, for purposes of this opinion, we have relied on the plain meaning of the words and expressions contained therein without regard to any import they may have under the relevant governing law.
| II. | Assumptions |
In rendering the opinion below, we have assumed the following:
| (a) | all documents produced to us as originals are authentic and complete, and all documents produced to us as copies (including, without limitation, fax and electronic copies) conform to the original; |
| (b) | all documents produced to us as originals and the originals of all documents produced to us as copies were duly executed and certified, as applicable, by the individuals purported to have executed or certified, as the case may be, such documents, and any electronic signatures of Credit Suisse (whether or not acting through the Issuing Branch) on any such document have been affixed thereto by the individual to whom such electronic signature belongs and such individual has saved and submitted such document as so electronically signed in such a manner so as to prevent removal or other alteration of such signature; |
| (c) | except as expressly opined upon herein, all information contained in the Documents is, and all material statements made to us in connection with the Documents are, true and accurate, including, without limitation, the statements set forth in: |
| (i) | the Confirmation as to the following facts: |
| (A) | the Notes constitute (i) senior notes issued pursuant to funding/treasury transactions within the meaning of the 2021 Funding Authority and (ii) medium-term notes within the meaning of the 2020 CFO Approval; and |
| (B) | T. Harrop and P.V. Doshi were employees of Credit Suisse or one of its affiliates at the time such persons executed the Global Notes and the Terms Agreement, as applicable; and |
| (ii) | the Secretary's Certificate, including as to the following facts: |
| (A) | the 2014 Articles continue in full force and effect and have not been amended; |
| (B) | the 2008 Articles were in full force and effect and had not been amended as of the date of the Second Supplemental Indenture; |
| (C) | the 2006 Articles were in full force and effect and had not been amended as of the dates of the Base Indenture and the Distribution Agreement; |
Homburger
| (D) | the 2021 Regulations continue in full force and effect and have not been amended; |
| (E) | the 2020 Regulations were in full force and effect and had not been amended as of the dates of the Third Supplemental Indenture and the 2021 Power of Attorney; |
| (F) | the December 2019 Regulations were in full force and effect and had not been amended as of the date of the 2020 CFO Approval; |
| (G) | the April 2019 Regulations were in full force and effect as of the dates of the 2019 Funding Authority and the 2019 Power of Attorney; |
| (H) | the 2009 Regulations were in full force and effect and had not been amended as of the date of the Second Supplemental Indenture; |
| (I) | the 2006 Regulations were in full force and effect had not been amended as of the dates of the Base Indenture, the Distribution Agreement, the 2007 Funding Authority, the 2008 Funding Authority, the February 2007 CFO Approval, the March 2007 Power of Attorney, the May 2007 Power of Attorney, the May 2007 CFO Approval, the 2008 Power of Attorney, and the 2009 CFO Approval; |
| (J) | the 2021 Funding Authority, the Approvals and the 2021 Power of Attorney continue in full force and effect and have not been amended; |
| (K) | the 2019 Funding Authority was in full force and effect and had not been amended as of the dates of the Third Supplemental Indenture, the 2020 CFO Approval, the 2021 Power of Attorney and the 2019 Power of Attorney; |
| (L) | the 2008 Funding Authority was in full force and effect and had not been amended as of the dates of the Second Supplemental Indenture and the 2009 CFO Approval; |
| (M) | the 2007 Funding Authority was in full force and effect and had not been amended as of the dates of the Base Indenture, the Distribution Agreement, the February 2007 CFO Approval, the March 2007 Power of Attorney, the May 2007 Power of Attorney, the May 2007 CFO Approval and the 2008 Power of Attorney; |
| (N) | the 2019 Power of Attorney was in full force and effect and had not been amended as of the date of the Third Supplemental Indenture; |
| (O) | the 2008 Power of Attorney was in full force and effect and had not been amended as of the date of the Second Supplemental Indenture; |
| (P) | the May 2007 Power of Attorney was in full force and effect and had not been amended as of the date of the Distribution Agreement; |
| (Q) | the March 2007 Power of Attorney was in full force and effect and had not been amended as of the date of the Base Indenture; |
| (R) | the Distribution Agreement continues in full force and effect and has not been amended; |
| (S) | the Excerpt is correct, complete and up-to-date; |
| (T) | the Base Indenture has not been terminated, rescinded or amended in any way (other than by the Third Supplemental Indenture, the Second Supplemental Indenture, the First Supplemental Indenture dated as of May 6, 2008, and any other supplements thereto relating to note issuances thereunder that do not constitute Notes) and the Indenture continues in full force and effect; and |
| (U) | immediately after giving effect to the issuance of Notes, the aggregate issuance amount, as measured by the aggregate offering price, of (i) medium-term notes (including the Notes) issued pursuant to the Prospectus Supplement, including any supplement thereto, will not exceed USD 80 billion and (ii) securities (including the Notes) issued pursuant to the U.S. registration statement on Form F-3 of which the Base Prospectus forms a part (File No. 333-238458), will not exceed USD 80 billion, in each case in accordance with the 2020 CFO Approval. |
Homburger
| III. | Opinion |
Based on the foregoing and subject to the qualifications set out below, we are of the opinion that as of the date hereof:
| 1. | Credit Suisse is a corporation (Aktiengesellschaft) duly incorporated and validly existing under the laws of Switzerland. |
| 2. | Credit Suisse has the necessary corporate power and authority to, acting through the Issuing Branch, issue the Notes. |
| 3. | The Notes have been duly authorized by all necessary corporate action by Credit Suisse. |
| IV. | Qualifications |
The above opinions are subject to the following qualifications:
| (a) | The lawyers of our firm are members of the Zurich bar and do not hold themselves out to be experts in any laws other than the laws of Switzerland. Accordingly, we are opining herein as to Swiss law only and we express no opinion with respect to the applicability or the effect of the laws of any other jurisdiction to or on the matters covered herein. |
| (b) | We express no opinion on the legality, validity or enforceability of any of the provisions of any Transaction Agreement or the Notes or the performance of the obligations assumed by Credit Suisse thereunder. |
| (c) | Further, we express no opinion as to tax matters, regulatory matters or as to any commercial, accounting, calculating, auditing or other non-legal matter. |
* * *
We have issued this opinion as of the date hereof and we assume no obligation to advise you of any changes in fact or in law that are made or brought to our attention after the date hereof. This opinion is addressed to you for your benefit, and is not to be relied upon by any other person without our express consent, except that it may be relied upon by initial purchasers of the Notes and by Cleary Gottlieb Steen & Hamilton LLP for purposes of issuing its opinion to you on or about the date hereof with respect to certain matters of the laws of the State of New York and United States federal law pertaining to the Notes.
We hereby consent to the filing of this opinion with the U.S. Securities and Exchange Commission as an exhibit to a report on Form 6-K to be filed by Credit Suisse on or around the date hereof. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended. Save as aforementioned, this opinion may not be transmitted by you to any other person, quoted or referred to in any public document or filed with anyone, in each case, without our express consent.
This opinion is governed by and shall be construed in accordance with the laws of Switzerland. We confirm our understanding that all disputes arising out of or in connection with this opinion shall be subject to the exclusive jurisdiction of the courts of the Canton of Zurich, Switzerland, venue being the City of Zurich.
Sincerely yours,
HOMBURGER AG