Attached files
| file | filename |
|---|---|
| 8-K - TAKEDOWN 8-K FOR CCCIT CLASS 2009-A5 - CITIBANK CREDIT CARD MASTER TRUST I | a5-8k.htm |
| EX-8.1 - TAX OPINION - CITIBANK CREDIT CARD MASTER TRUST I | tax-opinion.htm |
| EX-4.1 - TERMS DOCUMENT FOR CCCIT CLASS 2009-A5 - CITIBANK CREDIT CARD MASTER TRUST I | termsdoc09-a5.htm |
Exhibit 5.1
|
[Citi Logo]
|
Citigroup
Inc.
One
Court Square, 45th
Floor
Long
Island City, New
York 11120
|
December 23,
2009
Citibank
(South Dakota), National Association
701 East
60th Street, North
Sioux
Falls, South Dakota 57117
Ladies
and Gentlemen:
I am an
Associate General Counsel – Capital Markets of Citigroup Inc. and, in such
capacity, I have acted as counsel to Citibank (South Dakota), National
Association in connection with the issuance and sale of $1,500,000,000 aggregate
principal amount of Citiseries 2.25% Class 2009-A5 Notes of December 2012 (Legal
Maturity Date December 2014) (the "Notes") by Citibank Credit Card Issuance
Trust (the "Issuance Trust"). The Notes will be issued pursuant to an
Indenture dated as of September 26, 2000 between the Issuance Trust and Deutsche
Bank Trust Company Americas (formerly Bankers Trust Company), as Trustee, as
amended by Amendment No. 1 thereto dated as of November 14, 2001 and an Issuer
Certificate, dated as of December 23, 2009, relating to the Notes (the "Terms
Document" and together, the "Indenture"). Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to them in or pursuant
to the Indenture.
I have
examined and relied upon the following: signed copies of the Indenture and the
Registration Statement on Form S-3 (Registration No. 333-145220), as amended
(the "Registration Statement"), for the registration of the Collateral
Certificate and the Notes under the Securities Act of 1933, as amended (the
"Act"); the prospectus dated December 16, 2009 and prospectus supplement dated
December 17, 2009 relating to the Notes (together, the "Prospectus"); a specimen
of the Notes, and originals, or copies certified or otherwise identified to my
satisfaction, of such corporate records, certificates or documents as I have
deemed appropriate as a basis for the opinion expressed below. In
such examination, I have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to me
as originals, the conformity to original documents of all documents submitted to
me as certified or photostatic copies and the authenticity of the originals of
such copies.
Based
upon and subject to the foregoing, I am of the opinion that when the Notes have
been duly executed, authenticated and delivered in accordance with the
Indenture, and sold in the manner described in the Prospectus, the Notes will be
legally issued, fully paid, non-assessable and binding obligations of the
Issuance Trust, and the holders of the Notes will be entitled to the benefits of
the Indenture.
Citibank
(South Dakota), National Association
Citiseries
Class 2009-A5
December
23, 2009
Page
2
The
foregoing opinion is subject to applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other similar laws
affecting creditors' rights generally from time to time in effect and subject to
general principles of equity, regardless of whether such is considered in a
proceeding in equity or at law.
I am
admitted to the practice of law only in the State of New York and my opinion is
limited to matters governed by the laws of the State of New York and Federal
laws of the United States of America.
I consent
to the filing of this opinion with the Securities and Exchange Commission as an
exhibit to a Current Report on Form 8-K for incorporation into the Registration
Statement and to the reference to my name in the Prospectus constituting a part
of such Registration Statement under the heading "Legal Matters". In giving such
consent, I do not thereby admit that I come within the category of persons whose
consent is required under Section 7 of the Act, or the rules and regulations of
the Securities and Exchange Commission thereunder.
Very
truly yours,
/s/ Alan
R. Birnbaum
Alan R.
Birnbaum