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ORRICK, HERRINGTON & SUTCLIFFE LLP
Washington Harbour
3050 K Street, N.W.
Washington, D.C. 20007
March 9, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Metris Master Trust
Registration Statement No. 333-76047
Form 8-K
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Ladies and Gentlemen:
Attached, on behalf of Metris Receivables, Inc. (the "Registrant"), is
the Registrant's Form 8-K being filed on behalf of the Metris Master Trust
pursuant to the Securities Exchange Act of 1934, as amended, and the rules
thereunder.
Very truly yours,
/s/ Joseph F. Cottone
Joseph F. Cottone
Special Assistant to the
Structured Finance Group
Enclosures
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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) March 9, 2000
Metris Master Trust
Metris Receivables, Inc.
(Originator of the Metris Master Trust)
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(Exact name of registrant as specified in its charter)
Delaware 333-76047 41-1810301
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction Identification Number)
of Incorporation)
600 South Highway 169, Suite 300, St. Louis Park, Minnesota 55426
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (612) 417-5645
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 1. Not Applicable.
Item 2. Not Applicable.
Item 3. Not Applicable.
Item 4. Not Applicable.
Item 5. Not Applicable.
Item 6. Not Applicable.
Item 7. Exhibits.
The following are filed as Exhibits to this Report under Exhibits 8.1 and 23.1.
Exhibit 5.1 Legality Opinion of Richards, Layton & Finger, P.A.
Exhibit 8.1 Opinion of Orrick, Herrington & Sutcliffe LLP with respect
to tax matters.
Exhibit 23.1 Consent of Richards, Layton & Finger, P.A. (included in
opinion filed as Exhibit 5.1).
Exhibit 23.2 Consent of Orrick, Herrington & Sutcliffe LLP (included in
opinion filed as Exhibit 8.1).
Item 8. Not Applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on their behalf
by the undersigned hereunto duly authorized.
METRIS RECEIVABLES, INC.
on behalf of the Metris Master Trust
By: /s/ Paul T. Runice
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Name: Paul T. Runice
Title: Senior Vice President and Treasurer
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EXHIBIT INDEX
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Exhibit Description
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Exhibit 5.1 Legality Opinion of Richards, Layton & Finger, P.A.
Exhibit 8.1 Opinion of Orrick, Herrington & Sutcliffe LLP with respect to tax
matters.
Exhibit 23.1 Consent of Richards, Layton & Finger, P.A. (included in opinion
filed as Exhibit 5.1).
Exhibit 23.2 Consent of Orrick, Herrington & Sutcliffe LLP (included in
opinion filed as Exhibit 8.1).
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EXHIBIT 5.1
[LETTERHEAD OF RICHARDS, LAYTON & FINGER APPEARS HERE]
March 9, 2000
Metris Receivables, Inc.
600 South Highway 169
Suite 300
St. Louis Park, Minnesota 55426
Re: Metris Master Trust
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Ladies and Gentlemen:
We have acted as special Delaware counsel for Metris Receivables,
Inc., a Delaware corporation (the "Transferor"), in connection with the proposed
issuance and sale of Series of Investor Securities (the "Securities"), such
Securities representing undivided interests in Metris Master Trust. Each Series
of Securities will be issued by the Metris Master Trust pursuant to an Amended
and Restated Pooling and Servicing Agreement, dated as of July 30, 1998 (the
"Original Pooling and Servicing Agreement"), by and between the Transferor, as
transferor, Direct Merchants Credit Card Bank, National Association, a national
banking association, as servicer, and The Bank of New York (Delaware), a
Delaware banking corporation, as trustee (the "Trustee"), as amended from time
to time by Assignments in the form of the assignment which is attached as
Exhibit H to the Original Pooling and Servicing Agreement (the "Assignments"),
and as to be supplemented from time to time by Supplements in the form of the
supplement which is attached as Exhibit 4(b) to Amendment No. 1 to Registration
Statement on Form S-3 which was filed by the Transferor with the Securities and
Exchange Commission on May 28, 1999 (No. 333-76047) (the "Supplements") (the
Original Pooling and Servicing Agreement as amended by the Assignments and as
supplemented by the Supplements is hereinafter referred to as the "Pooling and
Servicing Agreement"). Initially capitalized terms used herein and not
otherwise defined are used as defined in the Pooling and Servicing Agreement.
At your request, this opinion is being furnished to you.
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Metris Receivables, Inc.
March 9, 2000
Page 2
For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of executed or conformed
counterparts, or copies otherwise proved to our satisfaction, of the following:
(a) The Pooling and Servicing Agreement;
(b) The Form 8-K, to be filed by the Transferor with the Securities and
Exchange Commission on or about March 9, 2000 (the "Form 8-K"),
including a related prospectus (the "Prospectus"); and
(c) A certificate of an officer of the Transferor, dated March 9, 2000.
For purposes of this opinion, we have not reviewed any documents other than
the documents listed above, and we have assumed that there exists no provision
in any document not listed above that bears upon or is inconsistent with the
opinions stated herein. We have conducted no factual investigation of our own
but rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.
With respect to all documents examined by us, we have assumed that (i) all
signatures on documents examined by us are genuine, (ii) all documents submitted
to us as originals are authentic, and (iii) all documents submitted to us as
copies conform with the original copies of those documents.
For purposes of this opinion, we have assumed, at the time of issuance and
sale of the Securities, (i) the due authorization, execution and delivery by all
parties thereto of all documents examined by us, (ii) that the Transferor will
be a Delaware corporation duly organized and validly existing under the laws of
the State of Delaware, (iii) that the Transferor will have all necessary
corporate power and authority to cause the issuance and sale of the Securities,
(iv) that the Transferor will have taken all necessary corporate action to cause
the issuance and sale of the Securities, (v) that the issuance and sale of the
Securities will not be contrary to any applicable law, rule, regulation or
order, and (vi) in connection with the documents of which we have reviewed a
form, that all blanks contained in such documents will be properly and
appropriately completed, and optional provisions included in such documents will
be properly and appropriately selected, and as executed, such documents will
conform with the forms of the documents reviewed by us.
This opinion is limited to the laws of the State of Delaware and United
States of America federal law, and we have not considered and express no opinion
on the laws of any other jurisdiction. Our opinions are rendered only with
respect to Delaware and United States of America federal laws and rules,
regulations and orders thereunder which are currently in effect.
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Metris Receivables, Inc.
March 9, 2000
Page 3
Based upon the foregoing, and upon our examination of such questions of law
and statutes as we have considered necessary or appropriate, and subject to the
assumptions, qualifications, limitations and exceptions set forth herein, we are
of the opinion that, when issued and sold in accordance with the terms of the
Pooling and Servicing Agreement, including when duly executed and authenticated
by the Trustee in accordance with the terms of the Pooling and Servicing
Agreement and issued and delivered against payment therefor, the Securities will
be legally issued, fully paid and nonassessable and entitled to the benefits of
the Pooling and Servicing Agreement.
We understand that you will file this opinion with the Securities and
Exchange Commission as an exhibit to the Form 8-K in connection with the filing
by the Transferor of the Form 8-K under the Securities Act of 1934, as amended.
We hereby consent to the filing of this opinion with the Securities and Exchange
Commission. This opinion is rendered solely for your benefit in connection with
the foregoing. We hereby consent to the use of our name under the heading "Legal
Matters" in the Prospectus. In giving the foregoing consent, we do not thereby
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder. Except as
stated above, without our prior consent, this opinion may not be furnished or
quoted to, or relied upon by, any other person or entity for any purpose.
Very truly yours,
/s/ Richards, Layton & Finger, P.A.
MIL/WAY/DWO
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EXHIBIT 8.1
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March 9, 2000
Metris Receivables, Inc.
600 South Highway 169
Suite 300
St. Louis Park, Minnesota 55426
Re: Metris Master Trust
Asset Backed Securities
Metris Receivables, Inc. (Transferor)
Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as counsel for Metris Receivables, Inc., a Delaware
corporation (the "Transferor"), in connection with the Registration Statement on
Form S-3 which was filed on April 9, 1999 and Amendment No. 1 to the
Registration Statement on Form S-3 which was filed on May 28, 1999 (the
"Registration Statement"), with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), for the registration under the
Act of series (each, a "Series") of Asset Backed Securities (collectively, the
"Securities"), each such Series representing an undivided interest in Metris
Master Trust (the "Trust"). Each Series of Securities will be issued pursuant to
the Amended and Restated Pooling and Servicing Agreement dated as of July 30,
1998 (the "Pooling and Servicing Agreement"). The Pooling and Servicing
Agreement and the Series Supplements relating to Series of Securities issued by
the Trust have been incorporated by reference in the Registration Statement. The
form of Series Supplement relating to Series of Securities to be issued by the
Trust has been filed as Exhibit 4(b) to the Registration Statement.
We hereby confirm that the statements set forth in the prospectus relating
to the Securities (the "Prospectus"), filed pursuant to Rule 424(b)(5) on March
9, 2000 and forming a part of the Registration Statement, under the heading
"Income Tax Matters" and the statements set forth in the prospectus supplement
thereto and filed therewith, also relating to the Securities ("Prospectus
Supplement") and forming a part of the Registration Statement, under the heading
"Structural Summary-Income Tax Status of Class A, Class B and Metris Master
Trust" have been prepared by us, to the extent that they constitute matters of
law or legal conclusions with respect thereto, are correct in all material
respects, and we hereby confirm our opinions set forth under such headings.
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Metris Receivables, Inc.
March 9, 2000
Page 2
We note that the Prospectus and Prospectus Supplement relate to a specific
transaction. Accordingly, the above-referenced description of federal income
tax consequences and opinions may, under certain circumstances, require
modification in the context of a subsequent transaction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to Orrick, Herrington
& Sutcliffe LLP under the caption "Income Tax Matters" in the Prospectus and
"Structural Summary-Income Tax Status of Class A, Class B and Metris Master
Trust" in the Prospectus Supplement. In giving such consent, we do not admit
that we are "experts," within the meaning of the term 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
