Form 6-K UBS AG For: Jan 09

�

�

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

Date: January�9, 2015

Commission File Number: 1-15060

�

�

UBS AG

(Registrant�s Name)

�

�

Bahnhofstrasse 45, Zurich, Switzerland, and

Aeschenvorstadt 1, Basel, Switzerland

(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��x������������Form 40-F���

This Form 6-K is hereby incorporated by reference into the registration statement of UBS�AG on Form�F-3 (Registration Number 333-200212).

�

�

�

---

This Form 6-K consists of the legal opinions which appear immediately following this page.

Homburger AG

Prime Tower

Hardstrasse 201 | CH�8005 Zurich

P.O. Box 314 | CH�8037 Zurich

T +41 43 222 10 00

F +41 43 222 15 00

[email protected]

UBS AG

Bahnhofstrasse 45

CH-8098 Zurich

Switzerland

December�23, 2014 HAD | OEB

313423 | 3274303_2.DOCX

UBS AG - Registration Statement for Debt Securities and Warrants

(Issue Dates: October�6, 2014 to October�10, 2014)

Ladies and Gentlemen:

We, Homburger AG, have acted as special Swiss counsel to UBS AG, a corporation organized under the laws of Switzerland (the Company), in connection with the issuance by the Company, acting through its London branch (the Issuing Branch), of the securities specified in Annex�1 (collectively, the Securities) pursuant to the Company�s registration statement on Form F-3 (Registration no. 333-178960) filed with the U.S. Securities and Exchange Commission on January�11, 2012 (the Registration Statement). As such special Swiss counsel, we have been requested to give our opinion as to certain matters of Swiss law relating to the Securities.

Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Registration Statement.

�

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 document referred to in any of the Documents 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, 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 the purpose of giving this opinion, we have only examined originals or copies of the following documents (collectively, the Documents):

�

�

(i)

an electronic copy of the Registration Statement;

�

�

(ii)

an electronic copy of each of (i)�the Indenture dated as of November�21, 2000, between UBS�AG and U.S.�Bank Trust National Association, as Trustee, as amended and supplemented by the First Supplemental Indenture dated as of February�28, 2006, between UBS AG and U.S.�Bank Trust National Association, as Trustee and (ii)�the Warrant Indenture dated as of July�22, 2004, between UBS AG and U.S.�Bank Trust National Association, as Trustee (the Indenture);

�

�

(iii)

an electronic copy of the Amended and Restated Distribution Agreement dated November�17,�2006, among UBS AG and UBS Securities LLC and UBS Financial Services Inc., as Agents (the Distribution Agreement);

�

�

(iv)

electronic copies of the articles of association (Statuten) of the Company, in the version dated as of February�22, 2011 (the 2011 Articles), in the version dated May�3, 2012 (the 2012�Articles) and the version dated as of May�7, 2014 (the Articles);

�

�

(v)

an electronic copy of the resolutions of the Group Treasurer of the Company, dated as of December�9, 2011 (the 2011 Resolutions) and dated as of May�8, 2014 (the 2014�Resolutions and, together with the 2011 Resolutions, the Resolutions);

�

�

(vi)

electronic copies of the organizational regulations (Organisationsreglement) of the Company, including Annex B �Responsibilities and Authorities� thereto, in the version dated as of August�1,�2010 (the 2010 Organizational Regulations), and the version dated as of January�1,�2013 (the 2013 Organizational Regulations);

�

�

(vii)

an electronic copy of the �Business Regulations Corporate Center� in the version effective as of March�2, 2010 (the 2010 Business Regulations), in the version effective as of February�20,�2013 (the 2012 Business Regulations) and in the version effective as of March�26, 2014 (the 2014 Business Regulations and, together with the 2013 Organizational Regulations, the Internal Regulations);

�

�

(viii)

electronic copies of the �Corporate Center Delegation of Authorities�, in the version effective as of February�2, 2010 (the 2010 Delegation), in the version effective as of March�15, 2012 (the 2012 Delegation) and the �Delegations of Authorities for Corporate Center� valid from March�26,�2014 (the Delegation);

---

�

(ix)

an electronic copy of the Group Policy on Signing Authority 1-P-000052, Category: Legal, Compliance, Governance and Ethics, valid from July�17, 2007 / version approved August�28,�2012 / version of September�17, 2012 (the Signing Authority Policy);

�

�

(x)

an electronic copy of (A)�the email dated November�1, 2011, from Gordon Kiesling to Chul Chung, IB General Counsel, attaching the memo dated November�1, 2011 (the Memo), from Gordon Kiesling to Chul Chung, IB General Counsel, regarding the request for use of digital signatures in global securities, and (B)�the email from Chul Chung, IB General Counsel, to Gordon Kiesling approving the Memo (collectively, the Digital Signature Approval);

�

�

(xi)

an electronic copy of an Officers� Certificate, executed and delivered pursuant to section 301 of the Indenture, dated May�9, 2014, including Annex�A and Annex�B thereto, establishing the terms of UBS� Medium-Term Notes, Series A (the May 2014 Authorized Officers� Certificate);

�

�

(xii)

an electronic copy of an Officers� Certificate, executed and delivered pursuant to section 301 of the Warrant Indenture, dated July�31, 2014, including Annex A and Annex B thereto, establishing the terms of UBS� Universal Warrants (the July 2014 Authorized Officers� Certificate and, together with the May 2014 Authorized Officers� Certificate, the Authorized Officer�s Certificates);

�

�

(xiii)

an electronic copy of

�

�

�

�

an Authorized Officer�s Certificate in Support of Legal Opinions dated October�6, 2014,

�

�

�

�

an Authorized Officer�s Certificate in Support of Legal Opinions dated October�7, 2014,

�

�

�

�

an Authorized Officer�s Certificate in Support of Legal Opinions dated October�8, 2014,

�

�

�

�

an Authorized Officer�s Certificate in Support of Legal Opinions dated October�9, 2014, and

�

�

�

�

an Authorized Officer�s Certificate in Support of Legal Opinions dated October�10, 2014,

(collectively, the Opinion Backup Certificates);

---

�

(xiv)

an electronic copy of

(a) a Determination of an Authorized Person dated October�6, 2014, including Annex A, setting forth the terms of the USD�925,000.00 Trigger Phoenix Autocallable Optimization Securities due April�8, 2016 (Linked to the performance of the common stock of Anadarko Petroleum Corporation) CUSIP 90273W225, (b)�a Determination of an Authorized Person dated October�6, 2014, including Annex A, setting forth the terms of the USD�125,000.00 Trigger Phoenix Autocallable Optimization Securities due October�8, 2015 (Linked to the performance of the common stock of Facebook, Inc.) CUSIP 90273W233, (c)�a Determination of an Authorized Person dated October�6, 2014, including Annex A, setting forth the terms of the USD�125,000.00 Trigger Phoenix Autocallable Optimization Securities due October�8, 2015 (Linked to the performance of the common stock of Gilead Sciences, Inc.) CUSIP 90273W241, (d)�a Determination of an Authorized Person dated October�6, 2014, including Annex A, setting forth the terms of the USD�229,834.70 Trigger Yield Optimization Notes due October�6, 2015 (Linked to the performance of the common stock of United States Steel Corporation) CUSIP 90273W258 and (e)�a Written Statement and Instructions of Authorized Persons dated October�6, 2014, including Annex A, setting forth the terms of the USD�249,929.60 Call Warrants due October�5, 2017 (Linked to the S&P 500� Index) CUSIP 90274B220,

a Determination of an Authorized Person dated October�7, 2014, including Annex A, setting forth the terms of the USD�249,929.60 Call Warrants due October�7, 2019 (Linked to the EURO STOXX 50� Index) CUSIP 90274B261,

---

(a) a Determination of an Authorized Person dated October�8, 2014, including Annex A, setting forth the terms of the USD�251,000.00 Contingent Absolute Return Autocallable Optimization Securities due October�11, 2016 (Linked to the performance of the common stock of Delta Air Lines, Inc.) CUSIP 90273W407, (b)�a Determination of an Authorized Person dated October�8, 2014, including Annex A, setting forth the terms of the USD�263,000.00 Contingent Absolute Return Autocallable Optimization Securities due October�11, 2016 (Linked to the performance of the common stock of Facebook, Inc.) CUSIP 90273W282, (c)�a Determination of an Authorized Person dated October�8, 2014, including Annex A, setting forth the terms of the USD�252,000.00 Contingent Absolute Return Autocallable Optimization Securities due October�11, 2016 (Linked to the performance of the common stock of Gilead Sciences, Inc.) CUSIP 90273W365, (d)�a Determination of an Authorized Person dated October�8, 2014, including Annex A, setting forth the terms of the USD�163,000.00 Contingent Absolute Return Autocallable Optimization Securities due October�11, 2016 (Linked to the performance of the common stock of Tesla Motors, Inc.) CUSIP 90273W399, (e)�a Determination of an Authorized Person dated October�8, 2014, including Annex A, setting forth the terms of the USD�355,000.00 Trigger Phoenix Autocallable Optimization Securities due October�11, 2016 (Linked to the performance of the common stock of Apple Inc.) CUSIP 90273W308, (f)�a Determination of an Authorized Person dated October�8, 2014, including Annex A, setting forth the terms of the USD�100,000.00 Trigger Phoenix Autocallable Optimization Securities due October�11, 2016 (Linked to the performance of the common stock of Facebook, Inc.) CUSIP 90273W266, (g)�a Determination of an Authorized Person dated October�8, 2014, including Annex A, setting forth the terms of the USD�100,000.00 Trigger Phoenix Autocallable Optimization Securities due October�13, 2015 (Linked to the performance of the common stock of Facebook, Inc.) CUSIP 90273W274, (h)�a Determination of an Authorized Person dated October�8, 2014, including Annex A, setting forth the terms of the USD�129,390.00 Trigger Phoenix Autocallable Optimization Securities due October�13, 2015 (Linked to the performance of the common stock of Fortinet, Inc.) CUSIP 90273W415, (i)�a Determination of an Authorized Person dated October�8, 2014, including Annex A, setting forth the terms of the USD�120,000.00 Trigger Phoenix Autocallable Optimization Securities due October�13, 2015 (Linked to the performance of the common stock of Gilead Sciences, Inc.) CUSIP 90273W357, (j)�a Determination of an Authorized Person dated October�8, 2014, including Annex A, setting forth the terms of the USD�188,980.00 Trigger Phoenix Autocallable Optimization Securities due October�13, 2015 (Linked to the performance of the common stock of Medivation, Inc.) CUSIP 90273W332, (k)�a Determination of an Authorized Person dated October�8, 2014, including Annex A, setting forth the terms of the USD�114,000.00 Trigger Phoenix Autocallable Optimization Securities due October�13, 2015 (Linked to the performance of the American depositary shares of Tata Motors Limited) CUSIP 90273W381, (l)�a Determination of an Authorized Person dated October�8, 2014, including Annex A, setting forth the terms of the USD�164,540.00 Trigger Phoenix Autocallable Optimization Securities due October�13, 2015 (Linked to the performance of the common stock of Under Armour, Inc.) CUSIP 90273W373, (m)�a Determination of an Authorized Person dated October�8, 2014, including Annex A, setting forth the terms of the USD�129,910.00 Trigger Phoenix Autocallable Optimization Securities due October�13, 2015 (Linked to the performance of the common stock of United Continental Holdings Inc.) CUSIP 90273W324, (n)�a Determination of an Authorized Person dated October�8, 2014, including Annex A, setting forth the terms of the USD�315,000.00 Trigger Phoenix Autocallable Optimization Securities due April�11, 2016 (Linked to the performance of the common stock of United Continental Holdings Inc.) CUSIP 90273W340, (o)�a Determination of an Authorized Person dated October�8, 2014, including Annex A, setting forth the terms of the USD�574,709.53 Trigger Yield Optimization Notes due April�15, 2015 (Linked to the performance of the common stock of FireEye, Inc.) CUSIP 90273W316, (p)�a Determination of an Authorized Person dated October�8, 2014, including Annex A, setting forth the terms of the USD�124,521.88 Trigger Yield Optimization Notes due October�8, 2015 (Linked to the performance of the common stock of Gilead Sciences, Inc.) CUSIP 90273W423, (q)�a Determination of an Authorized Person dated October�8, 2014, including Annex A, setting forth the terms of the USD�1,114,959.67 Trigger Yield Optimization Notes due April�9, 2015 (Linked to the performance of the American depositary shares of Petr�leo Brasileiro S.A.) CUSIP 90273W290, (r)�a Written Statement and Instructions of Authorized Persons dated October�8, 2014, including Annex A, setting forth the terms of the USD�4,385,000 Airbag Autocallable Yield Optimization Notes due October�9, 2015 (Linked to the common stock of Micron Technology, Inc.) CUSIP 90274B246 and Annex B, setting forth the terms of the USD�5,119,000 Airbag Autocallable Yield Optimization Notes due October�9, 2015 (Linked to the common shares of Ultra Petroleum Corp.) CUSIP 90274B253, (s)�a Written Statement and Instructions of Authorized Persons dated October�8, 2014, including Annex A, setting forth the terms of the USD�535,000 Call Warrants due October�22, 2015 (Linked to an Equally Weighted Basket of Equities) CUSIP 90274B147, (t)�a Written Statement and Instructions of Authorized Persons dated October�8, 2014, including Annex A, setting forth the terms of the USD�419,016 Call Warrants due October�6, 2017 (Linked to the EURO STOXX 50� Index) CUSIP 90274B139, (u)�a Written Statement and Instructions of Authorized Persons dated October�8, 2014, including Annex A, setting forth the terms of the USD�323,899.20 Call Warrants due October�6, 2017 (Linked to the S&P 500� Index) CUSIP 90274B121, (v)�a Written Statement and Instructions of Authorized Persons dated October�8, 2014, including Annex A, setting forth the terms of the USD�2,025,000 Phoenix Autocallable Notes due October�8, 2019 (Linked to the common stock of Apple Inc.) CUSIP 90270KDM8, (w)�a Written Statement and Instructions of Authorized Persons dated October�8, 2014, including Annex A, setting forth the terms of the USD�2,000,000 Phoenix Autocallable Notes due October�8, 2019 (Linked to the common stock of Ford Motor Company) CUSIP 90270KDP1, (x)�a Written Statement and Instructions of Authorized Persons dated October�8, 2014, including Annex A, setting forth the terms of the USD�2,000,000 Phoenix Autocallable Notes due October�6, 2017 (Linked to the Class C capital stock of Google Inc.) CUSIP 90270KDQ9 and (y)�a Written Statement and Instructions of Authorized Persons dated October�8, 2014, including Annex A, setting forth the terms of the USD�1,020,000 Phoenix Autocallable Notes due October�8, 2019 (Linked to the ordinary shares of SodaStream International Ltd.) CUSIP 90270KDN6,

---

(a) a Determination of an Authorized Person dated October�9, 2014, including Annex A, setting forth the terms of the USD 151,000.00 Trigger Autocallable Optimization Securities due October�14, 2015 (Linked to the performance of the common stock of Facebook, Inc.) CUSIP 90273W431, (b)�a Determination of an Authorized Person dated October�9, 2014, including Annex A, setting forth the terms of the USD 228,000.00 Trigger Phoenix Autocallable Optimization Securities due October�14, 2015 (Linked to the performance of the common stock of Facebook, Inc.) CUSIP 90273W464, (c)�a Determination of an Authorized Person dated October�9, 2014, including Annex A, setting forth the terms of the USD 99,817.46 Trigger Yield Optimization Notes due October�13, 2015 (Linked to the performance of the common stock of Tesla Motors, Inc.) CUSIP 90273W449, (d)�a Determination of an Authorized Person dated October�9, 2014, including Annex A, setting forth the terms of the USD 124,982.80 Trigger Yield Optimization Notes due October�13, 2015 (Linked to the performance of the common stock of Under Armour, Inc.) CUSIP 90273W456, (e)�a Written Statement and Instructions of Authorized Persons dated October�9, 2014, including Annex A, setting forth the terms of the USD 1,000,000 Trigger Autocallable Optimization Securities due July�9, 2015 (Linked to a Light Sweet Crude Oil (WTI) Futures Contract) CUSIP 90274B329 and (f)�a Written Statement and Instructions of Authorized Persons dated October�9, 2014, including Annex A, setting forth the terms of the USD 10,500,000 Trigger Phoenix Autocallable Optimization Securities due October�13, 2017 (Linked to the shares of the iShares� Russell 2000 ETF) CUSIP 90274B311, and

---

(a) a Determination of an Authorized Person dated October�10, 2014, including Annex A, setting forth the terms of the USD 275,000.00 Airbag Yield Optimization Notes due October�13, 2015 (Linked to the performance of the common stock of Delta Air Lines, Inc.) CUSIP 90273W472, (b)�a Determination of an Authorized Person dated October�10, 2014, including Annex A, setting forth the terms of the USD 100,000.00 Trigger Phoenix Autocallable Optimization Securities due October�15, 2015 (Linked to the performance of the common stock of Applied Materials, Inc.) CUSIP 90273W498, (c)�a Determination of an Authorized Person dated October�10, 2014, including Annex A, setting forth the terms of the USD 100,000.00 Trigger Phoenix Autocallable Optimization Securities due October�15, 2015 (Linked to the performance of the common stock of Ford Motor Company) CUSIP 90273W480, (d)�a Determination of an Authorized Person dated October�10, 2014, including Annex A, setting forth the terms of the USD 100,000.00 Trigger Phoenix Autocallable Optimization Securities due October�15, 2015 (Linked to the performance of the common stock of Gilead Sciences, Inc.) CUSIP 90273W506, (e)�a Determination of an Authorized Person dated October�10, 2014, including Annex A, setting forth the terms of the USD 139,000.00 Trigger Phoenix Autocallable Optimization Securities due October�15, 2015 (Linked to the performance of the common stock of United States Steel Corporation) CUSIP 90273W514 and (f)�a Written Statement and Instructions of Authorized Persons dated October�10, 2014, including Annex A, setting forth the terms of the USD 1,000,000 Trigger Autocallable Optimization Securities due July�10, 2015 (Linked to a Light Sweet Crude Oil (WTI) Futures Contract) CUSIP 90274B337,

(each, a Determination and collectively, the Determinations and, together with the Opinion Backup Certificates and the Authorized Officer�s Certificates, the Officers� Certificates);

�

�

(xv)

electronic excerpts of the �Global directory of UBS authorized signatories� as provided per e-mail from Jonathan Mandarakas dated December�10, 2014 regarding signature authority of Hina Mehta, Sarah Starkweather, Gordon S. Kiesling and Timothy Geller; and

�

�

(xvi)

an electronic excerpt from the Register of Commerce for the Company dated as of December�23, 2014 (the Excerpt).

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

For the purpose of this opinion, 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, in the manner and by the individuals purported to have executed or certified, as the case may be, such documents;

�

�

(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;

�

�

(d)

the Securities will be issued under the Indenture, and the issuance, offering and sale of the Securities will be conducted in the manner described in the Registration Statement, the Indenture and the Distribution Agreement;

�

�

(e)

the Securities will neither directly nor indirectly be offered or distributed in and from Switzerland or to Swiss investors having a domicile in Switzerland nor be listed on a Swiss exchange;

�

�

(f)

(i)�the Securities will be executed substantially in the form as set out in the relevant Determination and will be consistent with the form of securities set out in the May 2014 Authorized Officer�s Certificate and the relevant Indenture, (ii)�the Securities and any documents in connection with such Securities will be duly executed in accordance with the relevant Indenture, the Resolutions (including, without limitation, the list of Authorized Officers set out in Schedule�I of the 2014 Resolutions), the Officers� Certificates, and the rank requirement and restriction of signing authority to respective Business Area and Jurisdiction set out in the Signing Authority Policy, and (iii)�the terms and conditions set out in the Securities correspond and conform to the relevant Determination, Indenture and the May 2014 Authorized Officers� Certificate;

�

�

(g)

the inclusion of any alternative or additional terms in any Securities that are not currently specified in the May 2014 Authorized Officer�s Certificate will not (i)�require the Company, acting through the Issuing Branch, to obtain any regulatory consent, authorization or approval or make any regulatory filing in order for the Issuing Branch to issue, sell and deliver such Securities, (ii)�require any further corporate approval or consent, or (iii)�violate mandatory provisions of Swiss law;

---

�

(h)

the Excerpt is correct, complete and up-to-date, and the Articles are in full force and effect and have not been amended;

�

�

(i)

as of the date of the Determinations, the Internal Regulations, the Delegation, the Signing Authority Policy and the Digital Signature Approval were in full force and effect and had not been amended;

�

�

(j)

as of the date of the 2011 Resolution, the 2011 Articles, the 2010 Organizational Regulations, the 2010 Business Regulations and the 2010 Delegation were in full force and effect and had not been amended;

�

�

(k)

as of the date of the 2014 Resolution, the 2012 Articles, the 2013 Organizational Regulations, the 2014 Business Regulations and the Delegation were in full force and effect and had not been amended;

�

�

(l)

the Resolutions (including, without limitation, the list of Authorized Officers set out in Schedule�I of the 2014 Resolutions) (i)�have been duly resolved in meetings duly convened and otherwise in the manner set forth therein, and (ii)�have not been rescinded or amended and are in full force and effect;

�

�

(m)

the Officers� Certificates have not been rescinded or amended and are in full force and effect;

�

�

(n)

references to the �Officer�s Certificate� in the Determinations and the Opinion Backup Certificates for Notes are deemed to be references to the May 2014 Authorized Officer�s Certificate and for Universal Warrants to the July 2014 Authorized Officer�s Certificate;

�

�

(o)

in the case of any Securities and documents in connection with such Securities that have been executed using signatures that were reproduced by machine, (i)�each person whose signature was reproduced by machine consented to such reproduction and (ii)�such Securities qualify as the structured notes produced for the Equity Investor System for the US structured products business, as described in the Memo;

�

�

(p)

all required corporate approvals have been obtained if the aggregate initial offering price of all the securities having been issued and sold from time to time pursuant to the Resolutions (including the Securities) exceeds USD�15,000,000,000 (or its equivalent in another currency, currencies or composite currency);

---

�

(q)

the Registration Statement, the Indenture and the Distribution Agreement have been duly authorized and are in full force and effect and none of the Registration Statement, the Indenture and the Distribution Agreement has been terminated, rescinded, amended or supplemented in any way; and

�

�

(r)

the choice of the law of the State of New York as the governing law of, and the submission by the parties thereto to the non-exclusive jurisdiction of the federal and state courts in the Borough of Manhattan, The City of New York provided for in, the Indenture is valid and legally binding under the law of the State of New York.

�

III.

Opinion

Based on the foregoing and subject to the qualifications set out below, we are of the opinion that:

�

�

1.

All necessary corporate action by the Company related to the issuance and sale of the Securities was duly authorized in conformity with the Articles, the Internal Regulations and the Delegation as a matter of Swiss law.

�

�

2.

The choice of the law of the State of New York as the governing law of the Indenture is a valid choice of law among the parties thereto under the laws of Switzerland, and in any action brought before a court of competent jurisdiction in Switzerland, the law of the State of New York would be recognized and applied by such court to all issues for which the proper or governing law of a contract is applicable under the conflict of laws rules of Switzerland; provided, however, that (i)�such choice of law may not extend to non-contractual obligations, (ii)�the content of the relevant law of the State of New York may need to be proven by the relevant party, and (iii)�a Swiss court would apply Swiss procedural rules.

�

�

3.

The submission by the Company to the non-exclusive jurisdiction of the federal and state courts in the Borough of Manhattan, The City of New York contained in the Indenture is valid and legally binding on it under the laws of Switzerland.

�

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 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.

---

�

(b)

According to article�10 of the Swiss Private International Law Act of December�18, 1987, as amended (the Private International Law Act), and article�31 of the Convention on Jurisdiction and the Recognition and Enforcement of Judgments in Civil and Commercial Matters of October�30, 2007 (the Lugano Convention), Swiss courts may order preliminary measures (such as injunctions) even where they do not have jurisdiction over the substance of the matter.

�

�

(c)

Contractual submissions to a particular jurisdiction are subject to mandatory provisions on (i)�the protection of consumers, insured persons and employees pursuant to the Lugano Convention, the Private International Law Act and such other international treaties by which Switzerland is bound, and (ii)�enforcement proceedings that do not qualify as civil actions.

�

�

(d)

We do not express any opinion as to the validity or enforceability of the Securities, the Indenture or any other agreement or as to the accuracy or completeness of the information set out in the Registration Statement including, without limitation, the representations and warranties contained therein.

�

�

(e)

Further, we express no opinion as to banking or insurance regulatory matters or as to any commercial, accounting, calculating, auditing or other non-legal matter. Also, we express no opinion as to tax matters.

*��������*��������*

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 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 Securities Act of 1933, as amended.

This opinion may be relied upon by you in connection with the issuance of the Securities. Without our prior written consent, this opinion may not be (i)�used or relied upon by any other person, (ii)�used or relied upon by you except in relation to the issuance of the Securities, or (iii)�transmitted or disclosed to any other person except as provided in the immediately preceding paragraph.

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 Zurich 1.

Sincerely yours,

Homburger AG

---

Annex 1 to the Legal Opinion dated January 9, 2015

�

a)	Securities with issue date October�6, 2014

�

�

1.

USD 925,000.00 Trigger Phoenix Autocallable Optimization Securities due April�8, 2016 (Linked to the performance of the common stock of Anadarko Petroleum Corporation) CUSIP 90273W225, issued through UBS AG, London Branch

�

�

2.

USD 125,000.00 Trigger Phoenix Autocallable Optimization Securities due October�8, 2015 (Linked to the performance of the common stock of Facebook, Inc.) CUSIP 90273W233, issued through UBS AG, London Branch

�

�

3.

USD 125,000.00 Trigger Phoenix Autocallable Optimization Securities due October�8, 2015 (Linked to the performance of the common stock of Gilead Sciences, Inc.) CUSIP 90273W241, issued through UBS AG, London Branch

�

�

4.

USD 229,834.70 Trigger Yield Optimization Notes due October�6, 2015 (Linked to the performance of the common stock of United States Steel Corporation) CUSIP 90273W258, issued through UBS AG, London Branch

�

�

5.

USD 249,929.60 Call Warrants due October�5, 2017 (Linked to the S&P 500� Index) CUSIP 90274B220, issued through UBS AG, London Branch

�

b)	Securities with issue date October�7, 2014

�

�

6.

USD 249,929.60 Call Warrants due October�7, 2019 (Linked to the EURO STOXX 50� Index) CUSIP 90274B261, issued through UBS AG, London Branch

�

c)	Securities with issue date October�8, 2014

�

�

7.

USD 251,000.00 Contingent Absolute Return Autocallable Optimization Securities due October�11, 2016 (Linked to the performance of the common stock of Delta Air Lines, Inc.) CUSIP 90273W407, issued through UBS AG, London Branch

�

�

8.

USD 263,000.00 Contingent Absolute Return Autocallable Optimization Securities due October�11, 2016 (Linked to the performance of the common stock of Facebook, Inc.) CUSIP 90273W282, issued through UBS AG, London Branch

�

�

9.

USD 252,000.00 Contingent Absolute Return Autocallable Optimization Securities due October�11, 2016 (Linked to the performance of the common stock of Gilead Sciences, Inc.) CUSIP 90273W365, issued through UBS AG, London Branch

---

�

10.

USD 163,000.00 Contingent Absolute Return Autocallable Optimization Securities due October�11, 2016 (Linked to the performance of the common stock of Tesla Motors, Inc.) CUSIP 90273W399, issued through UBS AG, London Branch

�

�

11.

USD 355,000.00 Trigger Phoenix Autocallable Optimization Securities due October�11, 2016 (Linked to the performance of the common stock of Apple Inc.) CUSIP 90273W308, issued through UBS AG, London Branch

�

�

12.

USD 100,000.00 Trigger Phoenix Autocallable Optimization Securities due October�11, 2016 (Linked to the performance of the common stock of Facebook, Inc.) CUSIP 90273W266, issued through UBS AG, London Branch

�

�

13.

USD 100,000.00 Trigger Phoenix Autocallable Optimization Securities due October�13, 2015 (Linked to the performance of the common stock of Facebook, Inc.) CUSIP 90273W274, issued through UBS AG, London Branch

�

�

14.

USD 129,390.00 Trigger Phoenix Autocallable Optimization Securities due October�13, 2015 (Linked to the performance of the common stock of Fortinet, Inc.) CUSIP 90273W415, issued through UBS AG, London Branch

�

�

15.

USD 120,000.00 Trigger Phoenix Autocallable Optimization Securities due October�13, 2015 (Linked to the performance of the common stock of Gilead Sciences, Inc.) CUSIP 90273W357, issued through UBS AG, London Branch

�

�

16.

USD 188,980.00 Trigger Phoenix Autocallable Optimization Securities due October�13, 2015 (Linked to the performance of the common stock of Medivation, Inc.) CUSIP 90273W332, issued through UBS AG, London Branch

�

�

17.

USD 114,000.00 Trigger Phoenix Autocallable Optimization Securities due October�13, 2015 (Linked to the performance of the American depositary shares of Tata Motors Limited) CUSIP 90273W381, issued through UBS AG, London Branch

�

�

18.

USD 164,540.00 Trigger Phoenix Autocallable Optimization Securities due October�13, 2015 (Linked to the performance of the common stock of Under Armour, Inc.) CUSIP 90273W373, issued through UBS AG, London Branch

�

�

19.

USD 129,910.00 Trigger Phoenix Autocallable Optimization Securities due October�13, 2015 (Linked to the performance of the common stock of United Continental Holdings Inc.) CUSIP 90273W324, issued through UBS AG, London Branch

---

�

20.

USD 315,000.00 Trigger Phoenix Autocallable Optimization Securities due April�11, 2016 (Linked to the performance of the common stock of United Continental Holdings Inc.) CUSIP 90273W340, issued through UBS AG, London Branch

�

�

21.

USD 574,709.53 Trigger Yield Optimization Notes due April�15, 2015 (Linked to the performance of the common stock of FireEye, Inc.) CUSIP 90273W316, issued through UBS AG, London Branch

�

�

22.

USD 124,521.88 Trigger Yield Optimization Notes due October�8, 2015 (Linked to the performance of the common stock of Gilead Sciences, Inc.) CUSIP 90273W423, issued through UBS AG, London Branch

�

�

23.

USD 1,114,959.67 Trigger Yield Optimization Notes due April�9, 2015 (Linked to the performance of the American depositary shares of Petr�leo Brasileiro S.A.) CUSIP 90273W290, issued through UBS AG, London Branch

�

�

24.

USD 4,385,000 Airbag Autocallable Yield Optimization Notes due October�9, 2015 (Linked to the common stock of Micron Technology, Inc.) CUSIP 90274B246, issued through UBS AG, London Branch

�

�

25.

USD 5,119,000 Airbag Autocallable Yield Optimization Notes due October�9, 2015 (Linked to the common shares of Ultra Petroleum Corp.) CUSIP 90274B253, issued through UBS AG, London Branch

�

�

26.

USD 535,000 Call Warrants due October�22, 2015 (Linked to an Equally Weighted Basket of Equities) CUSIP 90274B147, issued through UBS AG, London Branch

�

�

27.

USD 419,016 Call Warrants due October�6, 2017 (Linked to the EURO STOXX 50� Index) CUSIP 90274B139, issued through UBS AG, London Branch

�

�

28.

USD 323,899.20 Call Warrants due October�6, 2017 (Linked to the S&P 500� Index) CUSIP 90274B121, issued through UBS AG, London Branch

�

�

29.

USD 2,025,000 Phoenix Autocallable Notes due October�8, 2019 (Linked to the common stock of Apple Inc.) CUSIP 90270KDM8, issued through UBS AG, London Branch

�

�

30.

USD 2,000,000 Phoenix Autocallable Notes due October�8, 2019 (Linked to the common stock of Ford Motor Company) CUSIP 90270KDP1, issued through UBS AG, London Branch

---

�

31.

USD 2,000,000 Phoenix Autocallable Notes due October�6, 2017 (Linked to the Class C capital stock of Google Inc.) CUSIP 90270KDQ9, issued through UBS AG, London Branch

�

�

32.

USD 1,020,000 Phoenix Autocallable Notes due October�8, 2019 (Linked to the ordinary shares of SodaStream International Ltd.) CUSIP 90270KDN6, issued through UBS AG, London Branch

�

d)	Securities with issue date October�9, 2014

�

�

33.

USD 151,000.00 Trigger Autocallable Optimization Securities due October�14, 2015 (Linked to the performance of the common stock of Facebook, Inc.) CUSIP 90273W431, issued through UBS AG, London Branch

�

�

34.

USD 228,000.00 Trigger Phoenix Autocallable Optimization Securities due October�14, 2015 (Linked to the performance of the common stock of Facebook, Inc.) CUSIP 90273W464, issued through UBS AG, London Branch

�

�

35.

USD 99,817.46 Trigger Yield Optimization Notes due October�13, 2015 (Linked to the performance of the common stock of Tesla Motors, Inc.) CUSIP 90273W449, issued through UBS AG, London Branch

�

�

36.

USD 124,982.80 Trigger Yield Optimization Notes due October�13, 2015 (Linked to the performance of the common stock of Under Armour, Inc.) CUSIP 90273W456, issued through UBS AG, London Branch

�

�

37.

USD 1,000,000 Trigger Autocallable Optimization Securities due July�9, 2015 (Linked to a Light Sweet Crude Oil (WTI) Futures Contract) CUSIP 90274B329, issued through UBS AG, London Branch

�

�

38.

USD 10,500,000 Trigger Phoenix Autocallable Optimization Securities due October�13, 2017 (Linked to the shares of the iShares� Russell 2000 ETF) CUSIP 90274B311, issued through UBS AG, London Branch

�

e)	Securities with issue date October�10, 2014

�

�

39.

USD 275,000.00 Airbag Yield Optimization Notes due October�13, 2015 (Linked to the performance of the common stock of Delta Air Lines, Inc.) CUSIP 90273W472, issued through UBS AG, London Branch

---

�

40.

USD 100,000.00 Trigger Phoenix Autocallable Optimization Securities due October�15, 2015 (Linked to the performance of the common stock of Applied Materials, Inc.) CUSIP 90273W498, issued through UBS AG, London Branch

�

�

41.

USD 100,000.00 Trigger Phoenix Autocallable Optimization Securities due October�15, 2015 (Linked to the performance of the common stock of Ford Motor Company) CUSIP 90273W480, issued through UBS AG, London Branch

�

�

42.

USD 100,000.00 Trigger Phoenix Autocallable Optimization Securities due October�15, 2015 (Linked to the performance of the common stock of Gilead Sciences, Inc.) CUSIP 90273W506, issued through UBS AG, London Branch

�

�

43.

USD 139,000.00 Trigger Phoenix Autocallable Optimization Securities due October�15, 2015 (Linked to the performance of the common stock of United States Steel Corporation) CUSIP 90273W514, issued through UBS AG, London Branch

�

�

44.

USD 1,000,000 Trigger Autocallable Optimization Securities due July�10, 2015 (Linked to a Light Sweet Crude Oil (WTI) Futures Contract) CUSIP 90274B337, issued through UBS AG, London Branch

---

SIGNATURES

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.

�

Date: 9�January 2015

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• UBS AG (UBS) Shuts Some China Private Funds, Will Lay Off Staff - Reuters
• Berkshire Hathaway Inc. (BRK-B) PT Raised to $481 at UBS
• 43 UBS Financial Advisors in the Pacific Northwest Market Named to Forbes Best-In-State Wealth Advisors list