Attached files
file | filename |
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8-K - FORM 8-K - AMERICAN EXPRESS RECEIVABLES FINANCING CORP II | y92973e8vk.htm |
EX-5.1 - EX-5.1 - AMERICAN EXPRESS RECEIVABLES FINANCING CORP II | y92973exv5w1.htm |
Exhibit 8.1
October 5, 2011
American Express Receivables Financing Corporation II
200 Vesey Street, Room 138
Mail Stop 01-31-12
New York, New York 10285
200 Vesey Street, Room 138
Mail Stop 01-31-12
New York, New York 10285
American Express Receivables Financing Corporation III LLC
4315 South 2700 West, Room 1300, 02-01-04
Salt Lake City, Utah 84184
4315 South 2700 West, Room 1300, 02-01-04
Salt Lake City, Utah 84184
American Express Receivables Financing Corporation IV LLC
4315 South 2700 West, Room 1100, 02-01-58
Salt Lake City, Utah 84184
4315 South 2700 West, Room 1100, 02-01-58
Salt Lake City, Utah 84184
Re: | American Express Credit Account Master Trust Class A Series 2011-1 Floating Rate Asset Backed Certificates Class B Series 2011-1 Floating Rate Asset Backed Certificates |
Ladies and Gentlemen:
We have advised American Express Receivables Financing Corporation II, American Express Receivables
Financing Corporation III LLC and American Express Receivables Financing Corporation IV LLC (the
Registrants) with respect to certain federal income tax aspects of the issuance by the
Registrants of the Class A Series 2011-1 Floating Rate Asset Backed Certificates (the Class A
Certificates) and the Class B Series 2011-1 Floating Rate Asset Backed Certificates (the Class B
Certificates and, together with the Class A Certificates, the Certificates). The Certificates
will be issued pursuant to a Pooling and Servicing Agreement, dated as of May 16, 1996, as amended
and restated as of January 1, 2006, as amended from time to time, and the Series 2011-1 Supplement,
expected to be dated as of October 12, 2011, as more
particularly described in the prospectus, dated October 3, 2011 (the Base Prospectus), and the
preliminary prospectus supplement, dated October 3, 2011 (the Preliminary Prospectus Supplement
and, together with the Base Prospectus, the Prospectus), relating to such series, each forming a
part of the Registration Statement on Form S-3 (File Nos. 333-155765, 333-155765-01, 333-155765-02
and 333-155765-03) as filed by the Registrants with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the Act), on November 28, 2008, and declared effective on
February 3, 2009 (the Registration
American Express Receivables Financing Corporation II
American Express Receivables Financing Corporation III LLC
American Express Receivables Financing Corporation IV LLC
October 5, 2011
Page 2
American Express Receivables Financing Corporation III LLC
American Express Receivables Financing Corporation IV LLC
October 5, 2011
Page 2
Statement). Such advice conforms to the description of selected federal income tax
consequences to holders of the Certificates that appears under the headings Prospectus
SummaryTax Status and Tax Matters in the Base Prospectus and Summary of Series TermsTax
Status in the Preliminary Prospectus Supplement. Such description does not purport to discuss all
possible income tax ramifications of the proposed issuance, but with respect to those tax
consequences which are discussed, in our opinion the description is accurate in all material
respects, and we hereby confirm and adopt as our opinion the opinions set forth therein.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement
and to the use of our name wherever appearing in the Prospectus contained therein. In giving such
consent, we do not consider that we are experts, within the meaning of the term as used in the
Act or the rules and regulations of the Securities and Exchange Commission issued thereunder, with
respect to any part of the Registration Statement, including this opinion as an exhibit or
otherwise.
Very truly yours, |
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/s/ Orrick, Herrington & Sutcliffe LLP | ||||
ORRICK, HERRINGTON & SUTCLIFFE LLP | ||||