MUFG Mitsubishi UFJ Financial Group Inc

 

 

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 March 2016

Commission File No. 000-54189

 

 

MITSUBISHI UFJ FINANCIAL GROUP, INC.

(Translation of registrant’s name into English)

 

 

7-1, Marunouchi 2-chome, Chiyoda-ku

Tokyo 100-8330, Japan

(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              

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):

 

 

 

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THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM F-3 (NO. 333-209455) OF MITSUBISHI UFJ FINANCIAL GROUP, INC. AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED WITH OR FURNISHED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION.

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EXHIBITS

 

Exhibit		Description
5.1		Opinion of Nagashima Ohno & Tsunematsu, Japanese counsel to the Registrant.
5.2		Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP, U.S. counsel to the Registrant.

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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: March 1, 2016

 

Exhibit 5.1

March 1, 2016

Mitsubishi UFJ Financial Group, Inc.

7-1, Marunouchi 2-chome

Chiyoda-ku, Tokyo 100-8330

Japan

MITSUBISHI UFJ FINANCIAL GROUP, INC.

Registration Statement on Form F-3

Ladies and Gentlemen:

In connection with the registration statement (“Registration Statement”) on Form F-3 (File No. 333-209455) relating to senior debt securities of Mitsubishi UFJ Financial Group, Inc. (the “Company”), and the issue and offering outside Japan by the Company of $400,000,000 Floating Rate Senior Notes due March 1, 2021, $2,100,000,000 2.95% Senior Notes due March 1, 2021 and $2,500,000,000 3.85% Senior Notes due March 1, 2026 (collectively, the “Notes”) pursuant to the underwriting agreement dated February 23, 2016 among the Company and the Underwriters named therein (the “Underwriting Agreement”), we have acted as Japanese legal counsel to the Company and have been requested to provide our opinion to be filed as an exhibit to the Registration Statement.

For the purposes of this opinion, we have examined, inter alia, the following documents:

 

(a)

Certified copies of the Articles of Incorporation, the Regulations of the Board of Directors, the Regulations of Corporate Executive Officers and the Corporation Meetings Regulations of the Company;

 

(b)

A certified copy dated February 23, 2016 of the commercial register of the Company;

 

(c)

Certified extract copies of the minutes of the meetings of the Board of Directors of the Company held on March 31, 2015 and June 25, 2015, a certified extract copy of the minutes of the meeting of the Executive Management Committee of the Company held on January 20, 2016 and a certified copy of the certificate of Nobuyuki Hirano, President & Group Chief Executive Officer of the Company as to his decision made on January 20, 2016;

 

(d)

A copy of the Underwriting Agreement;

 

(e)

A copy of the senior indenture in respect of the Notes, dated as of March 1, 2016, between the Company and the Trustee (the “Indenture”);

 

(f)

The forms of the global certificates of the Notes (the “Global Certificates”); and

 

(g)

Copies of the power of attorney of the Company dated February 5, 2016 executed by Mr. Nobuyuki Hirano, President & Group Chief Executive Officer of the Company, by way of affixing his seal as a Representative Corporate Executive Officer of the Company, and the power of attorney dated February 5, 2016 signed by Mr. Muneaki Tokunari, Director and Group Chief Financial Officer of the Company (individually, a “Power of Attorney”)

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We have also examined such other certificates and corporate documents of the Company as well as such other matters, documents and records and considered such questions of law, as we have deemed necessary or appropriate for the purpose of rendering the opinion hereinafter set forth.

On the basis of and subject to the forgoing, having regard to the relevant laws of Japan as of the date hereof to the extent that they are applicable, and subject to the assumptions, qualifications and limitations set out herein, we are of the opinion that:

The Notes, when payment for the Notes has been duly made in full in accordance with the Underwriting Agreement, and the Global Certificates have been duly signed on behalf of the Company by a Representative Corporate Executive Officer of the Company or persons named in each Power of Attorney, duly authenticated and delivered in accordance with the terms of the Underwriting Agreement, the Indenture and the Notes, and assuming that the Notes will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms under their governing law, to which they are subject and as to which we render no opinion, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms.

We have assumed, for the purpose of rendering this opinion, that (i) all signatures or seal impressions on any documents we reviewed are true and genuine; (ii) all documents submitted to us as originals are authentic and complete; (iii) all documents submitted to us as copies are complete and conform to the originals thereof that are authentic and complete; (iv) all documents submitted to us as forms are executed in such forms; (v) statements included, expressly or impliedly, in the documents, record and certificate of the Company or public officials are true and conform to the relevant facts thereof; (vi) all natural person-signatories who have executed or delivered the relevant documents on behalf of the relevant parties thereto have and had at the relevant times sufficient legal capacity to take such actions; (vii) each party (other than the Company) to each of the Underwriting Agreement and the Indenture and other relevant documents is an entity duly organized, validly existing and, where applicable, in good standing under the laws of the jurisdiction of its organization, and has full and complete power and authority (corporate or otherwise) to execute and deliver, and to perform its obligations under, such document, (viii) each of the Underwriting Agreement and the Indenture and other relevant documents is within the capacity in powers of and has been duly authorized by all the parties thereto (other than the Company); (ix) each of the Underwriting Agreement and the Indenture and other relevant documents has been duly executed and delivered by all the parties thereto (other than the Company); and (x) nothing in the applicable law of any jurisdiction other than Japan would conflict with, or preclude the performance, legality, effectiveness or enforcement of, the Notes and the Underwriting Agreement, the Indenture and other relevant documents. We have not independently verified any of the matters referred to in (i) to (x) above.

 

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The foregoing opinion is based on the assumptions, qualified by and subject to the limitations, set forth below:

 

(i)

This opinion letter is strictly limited to the matters stated herein and may not be read as extending by implication to any matters or documents not specifically referred to herein;

 

(ii)

We are members of the bar of Japan and our opinion is limited solely to the laws of Japan in force and as interpreted as of the date hereof. In giving the opinion set forth above, we have relied, as to matters governed by the laws of the State of New York or the federal laws of the United States of America, upon the legal opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP, United States counsel to the Company dated the date hereof;

 

(iii)

We neither express nor imply any view or opinion with regard to the requirements of any state or country other than Japan;

 

(iv)

We express no opinion as to the availability of specific performance, injunctive relief or any other similar remedy;

 

(v)

The opinion expressed above is subject to (a) applicable bankruptcy, civil rehabilitation, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the rights of creditors generally and (b) any applicable statutes of limitation, lapse of time, appropriate court procedures, the public order or policy, good morals doctrine, the good faith and fair dealing doctrine and the abuse of rights doctrine;

 

(vi)

The above opinion does not cover any matters related to tax laws, treaties, regulations or guidelines;

 

(vii)

We express no opinion as to any amendments, supplements, renewals, extensions or other modification of any documents referred to herein which may be made after the delivery of this opinion;

 

(viii)

Certain terms used in documents referred to above or in any other document examined in connection with this opinion letter, and certain concepts expressed therein (i) may not have an equivalent in the Japanese language or under Japanese legal principles, or (ii) may have a different meaning in legal practice under the governing law thereof from that understood by Japanese counsel, including ourselves, based upon the plain-English meaning of such terms or concepts, as the case may be;

 

(ix)

In this opinion, Japanese legal concepts are expressed in English terms and not in their original Japanese terms. The concepts concerned may not be identical to the concept described by the equivalent English terms as they exist under the laws of other jurisdictions. We do not render any opinion as to how judges qualified in a foreign jurisdiction would interpret Japanese legal concepts or expressions, and this opinion may only be relied upon under the express condition that any issues of interpretation or liability arising thereunder will be governed by the law of Japan and be brought before a Japanese court; and

 

(x)

The opinion expressed above relating to the legality, validity, effectiveness or enforceability of the obligations under any documents governed by any laws other than the laws of Japan shall mean that the laws of Japan will not interfere with the legality, validity, effectiveness or enforceability of the obligations under the relevant governing law other than the laws of Japan.

We hereby consent to the use of this opinion as an exhibit to a Current Report on Form 6-K to be filed by the Company on the date hereof incorporated by reference into the Registration Statement and to the use of our name under the captions “Legal Matters” and “Limitations on Enforcement of U.S. Laws” contained in the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the U.S. Securities Act of 1933, as amended, or by the rules and regulations under it.

Very truly yours,

/s/ NAGASHIMA OHNO & TSUNEMATSU

(MKK)

 

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Exhibit 5.2

PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

FUKOKU SEIMEI BUILDING, 2-2 UCHISAIWAICHO 2-CHOME,

CHIYODA-KU, TOKYO 100-0011, JAPAN

TELEPHONE (813)3597-8101

FACSIMILE (813)3597-8120

March 1, 2016

Mitsubishi UFJ Financial Group, Inc.

7-1, Marunouchi 2-chome

Chiyoda-ku, Tokyo 100-8330

Japan

Registration Statement on Form F-3ASR

Ladies and Gentlemen:

We have acted as U.S. counsel to Mitsubishi UFJ Financial Group, Inc., a joint stock company organized under the laws of Japan (the “Company”), in connection with the Registration Statement on Form F-3ASR (File No. 333-209455) (the “Registration Statement”), which became effective on February 10, 2016. You have asked us to furnish our opinion as to the legality of U.S.$400,000,000 aggregate principal amount of the Company’s floating rate senior notes due 2021, U.S.$2,100,000,000 aggregate principal amount of the Company’s 2.95% senior notes due 2021, and U.S.$2,500,000,000 aggregate principal amount of the Company’s 3.85% senior notes due 2026 (collectively, the “Senior Debt Securities”), which are registered under the Registration Statement and which are being sold today pursuant to an Underwriting Agreement, dated February 23, 2016 (the “Underwriting Agreement”), by and among the representatives named therein, as representatives of the underwriters named on Schedule A thereto (the “Underwriters”), and the Company.

The Senior Debt Securities are to be issued under an indenture, dated March 1, 2016 (the “Senior Indenture”), by and between the Company, as issuer, and The Bank of New York Mellon, as trustee (the “Trustee”), and pursuant to resolutions adopted by the Company’s Board of Directors.

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2

In connection with the furnishing of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents:

 

1.

the Registration Statement,

 

2.

the preliminary prospectus supplement, dated February 10, 2016 (the “Preliminary Prospectus Supplement”),

 

3.

the pricing term sheets, dated February 23, 2016, filed by the Company on February 24, 2016 as a free-writing prospectuses (the “Term Sheets”),

 

4.

the final prospectus supplement, dated February 23, 2016 (the “Final Prospectus Supplement”),

 

5.

the Underwriting Agreement,

 

6.

the Senior Indenture, and

 

7.

the forms of Senior Debt Securities to be issued on the date of this letter.

In addition, we have examined such certificates, agreements and documents as we deemed relevant and necessary as a basis for the opinion expressed below. We have also relied as to matters of fact upon oral and written statements of officers and representatives of the Company, the representations and warranties of the Company made in the Underwriting Agreement, and certificates of officers of the Company.

In our examination of the documents referred to above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of the originals of such latter documents, and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete. We have also assumed, without independent investigation, that (i) the Company is validly existing under the laws of Japan, (ii) the Company has all necessary corporate power to execute, deliver and perform its obligations under the Underwriting Agreement, the Senior Indenture and the Senior Debt Securities, (iii) the execution, delivery and performance of the Underwriting Agreement, the Senior Indenture and the Senior Debt Securities by the Company have been duly authorized by all necessary corporate action, and none of the Underwriting Agreement, the Senior Indenture and the Senior Debt Securities violates the Company’s organizational documents, the laws of Japan or the terms of any agreement or instrument to which the Company is subject, and (iv) the authorization, execution and delivery of the Underwriting Agreement, the Senior Indenture and the Senior Debt Securities by the Company under the laws of Japan. We have also assumed that the Senior Indenture has been duly authorized and executed by, and constitutes the legal, valid and binding obligations of, the Trustee, and the due authentication of the Senior Debt Securities by the Trustee in accordance with the Senior Indenture.

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3

Based upon the foregoing, and subject to the assumptions, exceptions and qualifications set forth in this letter, we are of the opinion that the Senior Debt Securities, when duly executed, issued, delivered and authenticated in accordance with the terms of the Senior Indenture and delivered against the payment as provided in the Underwriting Agreement, will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except that the enforceability of the Securities may be subject to (a) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium and similar laws affecting creditors’ rights generally, and possible judicial action giving effect to governmental actions relating to persons or transactions or foreign laws affecting creditors’ rights, (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law), and (c) the requirements that a claim with respect to any Senior Debt Securities denominated other than in United States dollars (or a judgment denominated other than in United States dollars in respect to the claims) be converted into United States dollars at a rate of exchange prevailing on a date determined by applicable law.

The opinions expressed above are limited to the laws of the State of New York and the federal laws of the United States of America. Our opinions are rendered only with respect to the laws, and the rules, regulations and orders under those laws, that are currently in effect. We express no opinion with respect to the enforceability of any indemnity against any loss in converting into a specified currency the proceeds or amount of a court judgment in another currency.

We hereby consent to use of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” in the base prospectus included in the Registration Statement and in the Final Supplemental Prospectus. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required by the Act, as amended, or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP