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EXHIBIT 5.1
June 20, 2000
Advanta Business Receivables Corp.
639 Isbell Road, Suite 390
Reno, Nevada 89509
Re: ADVANTA BUSINESS CARD MASTER TRUST
ASSET BACKED NOTES
Ladies and Gentlemen:
We have acted as special counsel for Advanta Business
Receivables Corp., a Nevada corporation ("ABRC"), in connection with the filing
by ABRC, on behalf of Advanta Business Card Master Trust (the "Trust"), with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), of a Registration Statement on Form S-3, Registration No.
333-32874, as amended (the "Registration Statement"), registering its Asset
Backed Notes secured by receivables in a portfolio of business revolving credit
card accounts and related assets (the "Notes"). The Notes of a particular Series
will be issued pursuant to a Master Indenture (the "Indenture") between the
Trust and an indenture trustee (the "Indenture Trustee"), substantially in the
form filed as Exhibit 4.1 to the Registration Statement, and a related Series
Supplement to the Indenture (the "Series Supplement") between the Trust and the
Indenture Trustee, substantially in the form filed as Exhibit 4.2 to the
Registration Statement.
We have examined the Registration Statement, the form of
Indenture and the form of Series Supplement. We also have examined the
originals, or duplicates or certified or conformed copies, of such records,
agreements, instruments and other documents and have made such other and further
investigations as we have deemed relevant and necessary in connection with the
opinions expressed herein. As to questions of fact material to this opinion, we
have relied upon certificates of public officials and of officers and
representatives of ABRC.
Based upon the foregoing, and subject to the qualifications
and limitations set forth herein, we are of the opinion that, assuming the
issuance and sale of the Notes and receipt by the Trust of payment therefore as
contemplated in the Registration Statement, such Notes will be fully paid,
nonassessable and validly issued and will constitute binding obligations of the
Trust.
Our opinion set forth above is subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting
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Advanta Business Receivables Corp.
June 20, 2000
Page 2
creditors' rights generally and general equitable principles (whether considered
in a proceeding in equity or at law).
We are members of the Bar of the State of New York, and we do
not express any opinion herein concerning any law other than the law of the
State of New York, the Federal law of the United States and the laws of the
State of Delaware.
We hereby consent to the filing of this opinion letter as
Exhibit 5.1 to the Registration Statement and to the use of our name whenever
appearing in the Registration Statement.
Very truly yours,
/s/ WOLF, BLOCK, SCHORR and SOLIS-COHEN LLP
WOLF, BLOCK, SCHORR and SOLIS-COHEN LLP
