Attached files
| file | filename |
|---|---|
| 8-K - TAKEDOWN 8-K FOR CCCIT CLASS 2009-A5 - CITIBANK CREDIT CARD MASTER TRUST I | a5-8k.htm |
| EX-4.1 - TERMS DOCUMENT FOR CCCIT CLASS 2009-A5 - CITIBANK CREDIT CARD MASTER TRUST I | termsdoc09-a5.htm |
| EX-5.1 - LEGALITY OPINION - CITIBANK CREDIT CARD MASTER TRUST I | legality-opinion.htm |
Exhibit
8.1
[Letterhead
of
CRAVATH,
SWAINE & MOORE LLP]
December 23,
2009
Citibank Credit Card
Issuance Trust
$1,500,000,000 2.25%
Class 2009-A5 Notes
of December
2012
(Legal Maturity Date
December 2014)
Citiseries
Ladies
and Gentlemen:
We have
acted as special Federal tax counsel for Citibank (South Dakota), National
Association in connection with the issuance and sale of $1,500,000,000 aggregate
initial principal amount of 2.25% Class 2009-A5 Notes of December 2012 (Legal
Maturity Date December 2014) (the “Notes”) of the Citiseries. The
Notes will be issued pursuant to the Indenture dated as of September 26, 2000
(as the same has been amended or supplemented, the “Indenture”), between
Citibank Credit Card Issuance Trust, as issuer, and Deutsche Bank Trust Company
Americas (formerly Bankers Trust Company), as trustee, and the Issuer
Certificate, dated as of the date hereof, relating to the Notes (the “Terms
Document”). Capitalized terms not otherwise defined herein are used
as defined in the Indenture and the Terms Document.
In that
connection, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records and other
instruments as we have deemed necessary or appropriate for the purposes of this
opinion, including (a) the Pooling and Servicing Agreement and the Series 2000
Supplement thereto, (b) the Indenture, (c) the Terms Document, (d) the
Registration Statement on Form S-3 (Registration No. 333-145220), as amended,
for the registration of the Collateral Certificate and the Notes under the
Securities Act, (e) the base prospectus dated December 16, 2009 (the “Base
Prospectus”), and the prospectus supplement dated
2
December
17, 2009 (the “Prospectus Supplement”), relating to the Notes (together, the
“Prospectus”), and (f) a specimen of the Notes.
Based
upon the foregoing, we hereby confirm that the statements set forth in the
Prospectus under the heading “Tax Matters” accurately describe the material
Federal income tax consequences to holders of the Notes, and we hereby adopt and
confirm the opinions set forth therein.
We know
that we are referred to under the headings “Prospectus Summary — Tax Status”,
“Tax Matters — Tax Characterization of the Notes” and “Legal Matters” in the
Prospectus, and we hereby consent to such use of our name therein and to the use
of this opinion for filing as an exhibit to a Current Report on Form 8-K for
incorporation into the Registration Statement.
Very
truly yours,
/s/
Cravath, Swaine & Moore LLP
Citibank
(South Dakota), National Association
701 East
60th Street, North
Sioux
Falls, SD 57117
O