Prospectus Filed Pursuant to Rule 424(b)(2) (424b2)
July 27 2016 - 10:43AM
Edgar (US Regulatory)
|
Registration
Statement No. 333-206013
Pricing
Supplement No. 2729D; Rule 424(b)(2)
|
Deutsche
Bank AG
Fixed
Rate InterNotes
®
Product
supplement D dated April 28, 2016:
http://www.sec.gov/Archives/edgar/data/1159508/000095010316012938/dp65301_424b2-ipsd.htm
Prospectus
supplement dated July 31, 2015:
http://www.sec.gov/Archives/edgar/data/1159508/000095010315006048/crt-dp58161_424b2.pdf
Prospectus dated April 27, 2016:
http://www.sec.gov/Archives/edgar/data/1159508/000119312516559607/d181910d424b21.pdf
When
you read the accompanying prospectus supplement, please note that all references in such supplement to the prospectus dated July
31, 2015, or to any sections therein, should refer instead to the accompanying prospectus dated April 27, 2016 or to the corresponding
sections of such prospectus, as applicable.
July
25, 2016
Validity
of the Notes
In the opinion of Davis Polk & Wardwell LLP, as special United States products counsel to the Issuer,
when the notes offered by this pricing supplement have been executed and issued by the Issuer and authenticated by the authenticating
agent, acting on behalf of the trustee pursuant to the senior indenture, and delivered against payment as contemplated herein,
such notes will be valid and binding obligations of the Issuer, 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 giving effect to governmental actions or foreign laws affecting creditors’ rights, provided
that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable
law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the laws of the State of
New York. Insofar as this opinion involves matters governed by German law, Davis Polk & Wardwell LLP has relied, without independent
investigation, on the opinion of Group Legal Services of Deutsche Bank AG, dated as of January 1, 2016, filed as an exhibit to
the opinion of Davis Polk & Wardwell LLP, and this opinion is subject to the same assumptions, qualifications and limitations
with respect to such matters as are contained in such opinion of Group Legal Services of Deutsche Bank AG. In addition, this opinion
is subject to customary assumptions about the trustee’s authorization, execution and delivery of the senior indenture and
the authentication of the notes by the authenticating agent and the validity, binding nature and enforceability of the senior indenture
with respect to the trustee, all as stated in the opinion of Davis Polk & Wardwell LLP dated as of January 1, 2016, which has
been filed by the Issuer on Form 6-K dated January 4, 2016.
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