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EXHIBIT 8.1
August 18, 2000
To the Addressees Listed
on the Appendix hereto
RE: Advanta Business Card Master Trust
Series 2000-B Floating Rate Asset Backed Notes
Ladies and Gentlemen:
We have acted as special counsel to Advanta Bank Corp. and Advanta
Receivables Corp. (both as described below) and to Advanta Business Card Master
Trust, a common law trust organized under the laws of the State of Delaware (the
"Issuer") as issuer of the asset backed notes described below, in connection
with the transactions described in the Trust Agreement dated as of August 1,
2000 (the "Trust Agreement") between Advanta Business Receivables Corp., a
Nevada corporation, as Transferor (the "Transferor"), and Wilmington Trust
Company, a Delaware corporation, as owner trustee (the "Owner Trustee"); the
Master Indenture dated as of August 1, 2000 (the "Master Indenture") between the
Issuer, as issuer, and Bankers Trust Company , a New York banking corporation,
as indenture trustee (the "Indenture Trustee"); the Transfer and Servicing
Agreement dated as of August 1, 2000 (the "Transfer and Servicing Agreement")
among the Transferor, Advanta Bank Corp., a Utah industrial loan corporation, as
servicer (the "Servicer"), and the Issuer, as issuer; the Series 2000-B
Indenture Supplement dated as of August 1, 2000 (the "2000-B Indenture
Supplement") between the Issuer, as issuer, and the Indenture Trustee; the forms
of Class A, Class B and Class C Floating Rate Asset Backed Notes to be issued by
the Trust (the "Notes"); the Receivables Purchase Agreement dated as of August
1, 2000 (the "Receivables Purchase Agreement") between the Servicer, as seller,
and the Transferor, as purchaser, pursuant to which the Servicer has agreed to
sell and the Transferor has agreed to purchase certain credit card receivables
(the "Receivables"); and the Administration Agreement dated as of August 1, 2000
(the "Administration Agreement") between the Issuer and the Servicer, as
administrator. The Transferor has agreed to convey the Receivables to the
Issuer, and the Issuer proposes to issue the Notes to be offered pursuant to a
Prospectus dated August 11, 2000 (the "Prospectus") and a prospectus supplement
dated August 11, 2000 (the "2000-B Prospectus Supplement"). Terms used and not
defined herein that are defined in the Trust Agreement shall have the meanings
provided in the Trust Agreement.
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To the Addressees listed on
the Appendix hereto
August 18, 2000
Page 2
We have reviewed originals or copies, identified to our satisfaction, of
the Trust Agreement, the Master Indenture, the Transfer and Servicing Agreement,
the 2000-B Indenture Supplement, the Receivables Purchase Agreement, the
Administration Agreement, and such other documents as we have deemed necessary
or appropriate as a basis for the opinion set forth below.
In rendering this opinion, we have assumed that the Notes will be issued
in accordance with the Trust Agreement, the Master Indenture and the 2000-B
Indenture Supplement; that the Issuer will be governed by the terms of the Trust
Agreement, and that the parties thereto (including the Noteholders) will comply
with the terms of the Trust Agreement and the Agreements referred to above. We
have relied on representations from the Transferor that none of the Receivables
are secured by real property, and that 100% of the beneficial interest in the
Trust will be owned directly by the Transferor. We have not independently
verified the accuracy of these representations.
Based upon the foregoing, and subject to the qualifications stated herein,
we are of the opinion that, for United States Federal income tax purposes:
(1) although no transaction closely comparable to that contemplated
herein has been the subject of any Treasury regulation, revenue ruling or
judicial decision, the Issuer will not be classified as an association or as a
publicly traded partnership taxable as a corporation for federal income tax
purposes. As a result, we are of the opinion that the Issuer will not be subject
to United States Federal income tax; and
(2) although no transaction closely comparable to that contemplated herein
has been the subject of any Treasury regulation, revenue ruling or judicial
decision, the Notes will be characterized as debt for United States federal
income tax purposes.
There are no existing regulations under section 385 of the Code defining
instruments as equity or indebtedness for United States Federal income tax
purposes. Furthermore, there are no controlling regulations, published rulings,
or judicial decisions involving securities with terms substantially the same as
the Notes that discuss, for Federal income tax purposes whether the securities
constitute equity or indebtedness. In general, whether a transaction constitutes
the issuance of indebtedness for Federal income tax purposes is a question of
fact, the resolution of which is based primarily upon the economic substance of
the instruments and the transaction pursuant to which they are issued rather
than the form of the transaction or the manner in which the instruments are
labeled. The Internal Revenue Service and the courts have set forth various
factors to be taken into account in determining whether or not a transaction
constitutes the issuance of indebtedness for Federal income tax purposes, which
we have reviewed as they apply
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To the Addressees listed on
the Appendix hereto
August 18, 2000
Page 3
to this transaction. Therefore, our opinion regarding the characterization of
the Notes as debt for United States Federal income tax purposes is based upon
rulings and judicial decisions under the Code involving situations that we
consider to be analogous and an analysis of all of the facts and circumstances
surrounding the issuance and sale of the Notes.
You should be aware that this opinion represents conclusions as to the
application to the Issuer and the Notes of existing law, regulations, and
administrative rules and practices. Our analysis is based on provisions of the
Internal Revenue Code of 1986, and the Treasury Regulations promulgated
thereunder as in effect on the date hereof and on existing judicial and
administrative interpretations thereof. These authorities are subject to change
and to differing interpretations, which could apply retroactively. Our opinion
is not binding on the courts or the Internal Revenue Service. We do not express
any opinion, either implicitly or otherwise, on any issues not expressly
addressed herein.
The foregoing opinions are being rendered for the benefit only of the
addressees listed on the Appendix attached hereto in connection with the
transactions contemplated by the documents referred to above and may not be
disclosed to, quoted to or relied upon by any other person or entity or for any
other purpose without the express prior written consent of the undersigned. This
opinion letter is based upon the current state of the law and facts as of the
date hereof and we hereby expressly disclaim any obligation to advise you of any
changes which may occur hereafter with respect to any of the matters addressed
herein.
Very truly yours,
/s/ Wolf, Block, Schorr and Solis-Cohen LLP
WOLF, BLOCK, SCHORR and SOLIS-COHEN LLP
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APPENDIX
Advanta Business Card Master Trust
c/o Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Advanta Business Receivables Corp.
639 Isbell Road
Suite 390
Reno, Nevada 89509
Advanta Bank Corp.
11850 South Election Road
Draper, Utah 84020
Bankers Trust Company,
as Indenture Trustee
Four Albany Street
New York, New York 10006
Moody's Investors Service, Inc.
99 Church Street
New York, NY 10007
Salomon Smith Barney Inc.,
as Representative of the Underwriters
390 Greenwich Street
New York, New York 10013
Standard & Poor's Ratings Services,
a division of The McGraw-Hill
Companies, Inc.
55 Water Street
New York, New York 10041
Wilmington Trust Company,
as Owner Trustee
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
