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-5.1 - RFS HOLDING LLC | v208722_ex5-1.htm |
EXHIBIT
8.1
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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901 Main
Avenue
Norwalk,
Connecticut 06851
GE
Capital Credit Card Master Note Trust
901 Main
Avenue
Norwalk,
Connecticut 06851
Re:
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GE
Capital Credit Card Master Note Trust, Series 2011-1, Class A
Notes
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Registration Statement
on Form S-3 (No. 333-169151)
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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 (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. Unless otherwise defined herein, all capitalized terms used
herein shall have the meanings assigned to them in the Prospectus.
Our
opinion is based on our examination of the Prospectus, 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 as of January 27, 2011
(the “Indenture
Supplement,” and together with the Master Indenture, the “Indenture”), between
the Note Trust and the Indenture Trustee, and such other documents, instruments
and information as we considered necessary.
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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Our
opinion is also based on (i) the assumption that neither the Indenture Trustee
nor any affiliate thereof will become either the servicer or the delegee of the
servicer; (ii) the assumption that all agreements relating to the creation of
the Note Trust and the issuance and sale of the Notes will remain in full force
and effect; (iii) the assumption that all agreements and documents required to
be executed and delivered in connection with the issuance and sale of the Notes
will be so executed and delivered by properly authorized persons in substantial
conformity with the drafts thereof as described in the Prospectus, and the
transactions contemplated to occur under such agreements and documents in fact
occur in accordance with the terms thereof; and (iv) currently applicable
provisions of the Internal Revenue Code of 1986, as amended, Treasury
regulations promulgated and proposed thereunder, current positions of the
Internal Revenue Service (the “IRS”) contained in
published Revenue Rulings and Revenue Procedures, current administrative
positions of the IRS and existing judicial decisions. This opinion is
subject to the explanations and qualifications set forth under the caption
“Federal Income Tax
Consequences” in the Prospectus. No tax rulings will be sought
from the IRS with respect to any of the matters discussed herein.
While the
tax description does not purport to discuss all possible federal income tax
ramifications of the purchase, ownership, and disposition of the Notes,
particularly to U.S. purchasers subject to special rules under the Internal
Revenue Code of 1986, as amended, based on the foregoing, as of the
date hereof, we hereby adopt and confirm the statements set forth in the
Prospectus under the heading “Federal Income Tax
Consequences,” which discusses the federal income tax consequences of the
purchase, ownership and disposition of the Notes. There can be no
assurance, however, that the tax conclusions presented therein will not be
successfully challenged by the IRS, or significantly altered by new legislation,
changes in IRS positions or judicial decisions, any of which challenges or
alterations may be applied retroactively with respect to completed
transactions.
We hereby
consent to the use of our name therein and 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 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,
including this Form 8-K.
Very
truly yours,
/s/
MAYER BROWN LLP
MAYER
BROWN LLP
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JBO/ATG