MAR. 12-88-13:34. CLIFFORD CHANGE "FM P5 69/71504227
FS
Deutsche Bank
Aktiengesellscivili
P.010
P.2/2
January 27, 1988
TO WHOM IT MAY CONCERN
MERGED OF DEUTSCHE BANK AG AND DEUTSCHE BANK (ASIA) AG
DEUTSCHE BANK (MERGER) BILL 1988
In our respective capacities as General Counsel and Deputy General Counsel of Deutsche Bank Aktiengesellschaft ("Deutsche Bank") we render the opinion ex- pressed below regarding the merger of Deutsche Bank and Deutsche Bank (Asia) Aktiengesellschaft ("DB Asia"), and the effect in the law of the Federal Re- public of Germany of the Deutsche Bank (Merger) 8111 1988 ("the Pill") of Hong Kong.
In connection therewith we have examined the Bill, the laws of the Federal Re- public of Germany and such other documents and instruments as we have deemed necessary in order to render the opinions thereinafter set forth. He are qua- 11 fled to practice law in the Feneral Republic of Germany and we do not pur- port to be experts on, or to express any opinion herein concerning, any law other than the law of the Federal Republic of Germany. We have assumed that the Bill will become law in Hong Kong in its present form.
Hasto upon and subject to the foregoing, we are of the opinion that the Bill accurately reflects the effect in Hong Kong that the merger of Deutsche Bank and D8 Asia will have, under the law of the Federal Republic of Germany. We confirm that nothing in the Bill conflicts with any provision of the domestic law or private international law of the Federal Republic of Germany.
Deutsche Bank AG
Schlain
(W. Schlaus)
General Counsel
(Dr. K. Kohlar) Deputy General Counsel
V..
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