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Exhibit 8.1
[Letterhead of Orrick, Herrington & Sutcliffe LLP]
September 11, 2000
Household Receivables Funding, Inc. III
1111 Town Center Drive
Las Vegas, Nevada 89134
Re: Household Credit Card Master Note Trust I
Household Receivables Funding, Inc. III, as Originator of the
Trust
Registration Statement on Form S-3 No. 333-38036 and
333-38036-01
Ladies and Gentlemen:
We have acted as counsel for Household Receivables Funding, Inc. III
(the "Transferor"), in connection with the preparation of the Registration
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Statement on Form S-3, as amended (the "Registration Statement") which was filed
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with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), for the registration under the Act of Asset Backed Notes
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(collectively, the "Notes") to be issued from time to time in series (each, a
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"Series") and representing Obligations of Household Credit Card Master Note
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Trust I (the "Trust"). Such Notes will be issued pursuant to an indenture (the
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"Indenture"), between the Trust and Wells Fargo Bank Minnesota, N.A. as
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Trustee.
We hereby confirm that the statements set forth in the prospectus
relating to the Notes (the "Prospectus") forming a part of the Registration
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Statement and the statements set forth in the prospectus supplement relating to
the Notes (the "Prospectus Supplement") forming a part of the Registration
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Statement under the headings "Summary of Terms--Material Federal Income Tax
Consequences" and "Material Federal Income Tax Consequences," which statements
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 and adopt the opinions set forth therein.
We note that the form of Prospectus Supplement does not 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 an actual
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Household Receivables Funding, Inc. III
September 11, 2000
Page 2
transaction. In the event that our opinions referred to in the preceding
paragraph were to require modification in the context of an actual transaction,
we hereby undertake, if we are special tax counsel to the Trust with respect to
such transaction, to include any such modifications in a tax opinion (including
a consent to filing) filed with the Securities and Exchange Commission pursuant
to a post-effective Amendment or Form 8-K prior to the time of sales.
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 captions "Summary of Terms--Tax Status" and "Material
Federal Income Tax Consequences," and "Legal Matters" in the Prospectus and
"Summary of Terms--Material Federal Income Tax Consequences" 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
