Attached files
file | filename |
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8-K - RFS HOLDING LLC | v208722_8k.htm |
EX-4.1 - RFS HOLDING LLC | v208722_ex4-1.htm |
EX-1.1 - RFS HOLDING LLC | v208722_ex1-1.htm |
EX-8.1 - RFS HOLDING LLC | v208722_ex8-1.htm |
EXHIBIT
5.1
January
20, 2011
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Mayer
Brown LLP
71
South Wacker Drive
Chicago,
Illinois 60606-4637
Main
Tel (312) 782-0600
Main
Fax (312) 701-7711
www.mayerbrown.com
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RFS
Holding, L.L.C.
901 Main
Avenue
Norwalk,
Connecticut 06851
GE
Capital Credit Card Master Note Trust
901 Main
Avenue
Norwalk,
Connecticut 06851
Re:
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RFS
Holding, L.L.C.
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GE
Capital Credit Card Master Note Trust, Series 2011-1, Class A
Notes,
Registration Statement on
Form S-3 (No. 333-169151)
We have
acted as special counsel for RFS Holding, L.L.C., a Delaware limited liability
company (“RFSHL”), and GE
Capital Credit Card Master Note Trust (the “Note Trust”), in
connection with (a) the filing by RFSHL with the Securities and Exchange
Commission (the “Commission”) under
the Securities Act of 1933, as amended (the “Act”), of the above
captioned Registration Statement, as amended (the “Registration
Statement”), registering asset-backed notes representing debt of the Note
Trust, and (b) the offering of the Series 2011-1 notes, Class A (the “Notes”) described in
the prospectus supplement, dated January 20, 2011 (the “Prospectus
Supplement”) and the base prospectus dated January 19, 2011 (together
with the Prospectus Supplement, the “Prospectus”), which
have been filed with the Commission pursuant to Rule 424(b) of the
Act. The Notes will be issued pursuant to the Master Indenture, dated
as of September 25, 2003, as amended by the Omnibus Amendment to Securitization
Documents, dated as of February 9, 2004, and as further amended by the Second
Amendment to Master Indenture, dated as of June 17, 2004, the Third Amendment to
Master Indenture, dated as of August 31, 2006, the Fourth Amendment to Master
Indenture, dated as of June 28, 2007, the Fifth Amendment to Master Indenture,
dated as of May 22, 2008, and the Sixth Amendment to Master Indenture, dated as
of August 7, 2009 (as so amended, the “Master Indenture”),
between the Note Trust and Deutsche Bank Trust Company Americas, as indenture
trustee (the “Indenture Trustee”),
as supplemented by an Indenture Supplement, to be dated on or about January 27,
2011 (the “Indenture
Supplement”, and together with the Master Indenture, the “Indenture”), between
the Note Trust and the Indenture Trustee. Unless otherwise defined
herein, all capitalized terms used herein shall have the meanings assigned to
them in the Indenture.
Mayer
Brown LLP operates in combination with our associated English limited liability
partnership
and Hong
Kong partnership (and its associated entities in Asia) and is associated with
Tauil & Chequer Advogados, a Brazilian partnership.
Mayer
Brown llp
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Page
2
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We have
examined executed copies of the Registration Statement, the Master Indenture,
the Transfer Agreement, dated as of September 25, 2003, as amended by the
Omnibus Amendment, and as further amended by the Second Amendment to Transfer
Agreement, dated as of June 17, 2004, the Third Amendment to Transfer Agreement,
dated as of November 21, 2004, the Fourth Amendment to Transfer Agreement, dated
as of August 31, 2006, the Fifth Amendment to Transfer Agreement, dated as of
December 21, 2006, the Sixth Amendment to Transfer Agreement, dated as of May
21, 2008, the Reassignment of Receivables in Removed Accounts and Seventh
Amendment to Transfer Agreement, dated as of December 29, 2008, the Reassignment
of Receivables in Removed Accounts and Eighth Amendment to Transfer Agreement,
dated as of February 26, 2009, and the Ninth Amendment to Transfer Agreement,
dated as of March 31, 2010 (as so amended, the “Transfer Agreement”),
between RFSHL and the Note Trust, a form of the Indenture Supplement and such
other documents as we have deemed necessary for the purposes of this opinion
(collectively, the “Transaction
Documents”).
We have
also assumed that: (i) the Transaction Documents and the Notes have been or will
be duly authorized by all necessary corporate action; (ii) the Notes will be
duly issued, executed, authenticated and delivered in accordance with the
provisions of the Indenture; and (iii) the purchase price for the Class A Notes
will be paid to RFSHL by the underwriter named in the Prospectus and the
purchase price for the Class B Notes will be paid by the Initial Purchaser
thereof.
In
expressing our opinion, we have assumed, without independent verification, that
the facts presented in the Transaction Documents are correct, the Transaction
Documents have been or will be consummated according to their terms, and the
factual representations of the parties to the Transaction Documents and their
affiliates are correct. In addition, we have assumed that the parties
to each Transaction Document will satisfy their respective obligations
thereunder.
On the
basis of the foregoing examination and assumptions, and upon consideration of
applicable law, it is our opinion that the Notes, upon issuance and sale thereof
in the manner described in the Prospectus and as provided in the Indenture, will
be binding obligations of the Note Trust.
We hereby
consent to the filing of this letter as part of RFSHL’s Current Report on Form
8-K, dated of even date herewith for incorporation in the Registration Statement
and to the references to this firm under the heading “Legal Matters” in the
Prospectus Supplement, without admitting that we are “experts” within the
meaning of the Act or the rules and regulations of the Commission issued
thereunder, with respect to any part of the Registration Statement.
Our
opinion set forth above is subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors’ rights generally and general equitable
principles (whether considered in a proceeding in equity or at law) and by the
discretion of the court before which any proceeding therefore may be
brought.
Mayer
Brown llp
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3
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We are
members of the Bar of the State of Illinois and New York, and we do not express
any opinion herein concerning any law other than the law of the State of New
York and the Federal law of the United States, and we express no opinion with
respect to the applicability thereto or the effect thereon of the laws of any
other jurisdiction or as to any matters of municipal law or the laws of any
local agencies within any state.
Very
truly yours,
/s/ MAYER
BROWN LLP
MAYER
BROWN LLP
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JAG/DFP/AZC