Attached files
file | filename |
---|---|
8-K - FORM 8-K - AMERICAN EXPRESS RECEIVABLES FINANCING CORP II | y93393e8vk.htm |
EX-5.1 - EX-5.1 - AMERICAN EXPRESS RECEIVABLES FINANCING CORP II | y93393exv5w1.htm |
Exhibit 8.1
November 10, 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 2011-2 Floating Rate Asset Backed Certificates Class B Series 2011-2 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 2011-2 Floating Rate Asset Backed Certificates (the Class A
Certificates) and the Class B Series 2011-2 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 2011-2 Supplement,
expected to be dated as of
November 17, 2011, as more particularly described in the prospectus, dated November 9, 2011
(the Base Prospectus), and the preliminary prospectus supplement, dated November 9, 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
American Express Receivables Financing Corporation II
American Express Receivables Financing Corporation III LLC
American Express Receivables Financing Corporation IV LLC
November 10, 2011
Page 2
American Express Receivables Financing Corporation III LLC
American Express Receivables Financing Corporation IV LLC
November 10, 2011
Page 2
Registration 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,
/s/ Orrick, Herrington & Sutcliffe LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP