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EX-5.1 - OPINION OF LATHAM & WATKINS LLP - DISCOVER BANKd296220dex51.htm
EX-8.1 - OPINION OF LATHAM & WATKINS LLP - DISCOVER BANKd296220dex81.htm
EX-4.1 - CLASS A(2012-1) TERMS DOCUMENT - DISCOVER BANKd296220dex41.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 7, 2012

 

 

Discover Card Execution Note Trust

(Exact name of issuing entity in respect of the notes as specified in charter)

Discover Card Master Trust I

(Exact name of issuing entity in respect of the Series 2007-CC Collateral Certificate as specified in charter)

Discover Bank

(Exact name of sponsor and depositor as specified in charter)

 

 

 

Delaware  

333-141703-02

000-23108

033-54804

  51-0020270

(State of

Organization

 

(Commission

File Numbers)

 

(IRS Employer

Identification No.)

c/o Discover Bank

12 Read’s Way

   
New Castle, Delaware     19720
(Address of principal executive offices)     (Zip Code)

Registrant’s Telephone Number, including area code: (302) 323-7315

Former name or former address, if changed since last report: Not Applicable

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01 Entry into Material Definitive Agreements

On the date stated in the Class A(2012-1) Terms Agreement, dated as of February 1, 2012, by and among Discover Card Execution Note Trust, Discover Bank, Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets, LLC, Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee, intend to enter into the Class A(2012-1) Terms Document. An unexecuted copy of the Class A(2012-1) Terms Document is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 8.01 Other Events

In connection with the issuance of Class A(2012-1) DiscoverSeries Notes (the “Notes”), Latham & Watkins LLP, counsel to Discover Bank and Discover Card Execution Note Trust, has delivered (i) an opinion to Discover Bank (as originator of Discover Card Execution Note Trust), dated February 7, 2012, regarding the legality of the Notes upon issuance and sale thereof on February 8, 2012; and (ii) an opinion to Discover Bank (as originator of Discover Card Execution Note Trust), dated February 7, 2012, as to certain federal tax matters concerning the Notes. A copy of the opinion as to legality is filed as Exhibit 5.1, and the opinion as to certain tax matters is filed as Exhibit 8.1 to this Current Report on Form 8-K.

 

Item 9.01 Exhibits

 

Exhibit No.

  

Description

   Page
Exhibit 4.1    Class A(2012-1) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee   
Exhibit 5.1    Opinion of Latham & Watkins LLP as to the legality of the Class A(2012-1) DiscoverSeries Notes   
Exhibit 8.1    Opinion of Latham & Watkins LLP as to certain federal tax matters concerning the Class A(2012-1) DiscoverSeries Notes   
Exhibit 23.1    Consent of Latham & Watkins LLP (included in Exhibit 5.1)   


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

   

Discover Bank

(as Depositor for Discover Card Master Trust I and Discover Card Execution Note Trust)

Date: February 7, 2012             By:   /s/ Michael F. Rickert
      Michael F. Rickert
      Vice President, Chief Financial Officer and Treasurer


INDEX TO EXHIBITS

 

Exhibit No.

  

Description

   Page
Exhibit 4.1    Class A(2012-1) Terms Document between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee   
Exhibit 5.1    Opinion of Latham & Watkins LLP as to the legality of the Class A(2012-1) DiscoverSeries Notes   
Exhibit 8.1    Opinion of Latham & Watkins LLP as to certain federal tax matters concerning the Class A(2012-1) DiscoverSeries Notes   
Exhibit 23.1    Consent of Latham & Watkins LLP (included in Exhibit 5.1)