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EXHIBIT 8.1
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EXHIBIT 8.1
November 16, 2000
To the Addressees Listed
on the Appendix hereto
RE: Advanta Business Card Master Trust
Series 2000-C Asset Backed Notes
Ladies and Gentlemen:
We have acted as special counsel to Advanta Bank Corp. and Advanta
Business 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-C Indenture Supplement dated as of November 1, 2000 (the "2000-C Indenture
Supplement") between the Issuer, as issuer, and the Indenture Trustee; the forms
of Class A, Class B and Class C Asset Backed Notes, Series 2000-C, to be issued
by the Trust (the "Series 2000-C 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 Series 2000-C
Notes to be offered pursuant to a Prospectus dated November 3, 2000 (the
"Prospectus") and a prospectus supplement dated November 8, 2000 (the "2000-C
Prospectus Supplement"). Terms used and not defined herein that are defined in
the Trust Agreement or the Master Indenture, shall have the meanings provided in
the Trust Agreement or the Master Indenture, as the case may be.
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To the Addressees listed on
the Appendix hereto
November 16, 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-C 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 Series 2000-C Notes
will be issued in accordance with the Trust Agreement, the Master Indenture and
the 2000-C 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 Servicer 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 Servicer. 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 Series 2000-C 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 to this transaction. Therefore,
our opinion regarding the characterization of the Series 2000-C 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
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To the Addressees listed on
the Appendix hereto
November 16, 2000
Page 3
analogous and an analysis of all of the facts and circumstances surrounding the
issuance and sale of the Series 2000-C Notes.
(3) the issuance of the Series 2000-C Notes will not adversely affect
the tax characterization as debt of Notes of any outstanding Series or Class
that were characterized as debt for federal income tax purposes at the time of
their issuance; and
(4) the issuance of the Series 2000-C Notes will not cause or
constitute an event in which gain or loss would be recognized by any Noteholder.
You should be aware that this opinion represents conclusions as to the
application to the Issuer and the Series 2000-C 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,
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
Morgan Stanley & Co. Incorporated,
as Representative of the Underwriters
1585 Broadway
New York, New York 10036
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
