EXHIBIT 5.1
[Letterhead of Citigroup Inc.]
August 21, 2000
Citibank (South Dakota), N.A.
701 East 60th Street, North
Sioux Falls, South Dakota 57117
Citibank (Nevada), National Association
8725 West Sahara Avenue
Las Vegas, Nevada 89163
Re: Citibank Credit Card Issuance Trust
Citibank Credit Card Master Trust I
Registration Statement on Form S-3
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Ladies and Gentlemen:
I am an Associate General Counsel - Corporate Law of Citigroup Inc. I
have acted as counsel to Citibank (South Dakota), N.A. ("Citibank (South
Dakota)") and Citibank (Nevada), National Association ("Citibank (Nevada)"
and, together with Citibank (South Dakota), the "Banks") in connection with
the filing by the Banks, on behalf of Citibank Credit Card Issuance Trust
(the "Issuance Trust") and Citibank Credit Card Master Trust I (the "Master
Trust"), with the Securities and Exchange Commission (the "Commission") of
a Registration Statement on Form S-3, Registration No. 333-80743 (the
"Registration Statement") registering under the Securities Act of 1933, as
amended (the "Act"), both a collateral certificate representing an
undivided interest in certain assets of the Master Trust (the "Collateral
Certificate") and series of notes secured by the Collateral Certificate
(the "Notes").
The Collateral Certificate will be issued pursuant to the Pooling
and Servicing Agreement dated as of May 29, 1991 (the "Pooling and
Servicing Agreement"), among Citibank (South Dakota), as Seller and
Servicer, Citibank (Nevada), as Seller, and Bankers Trust Company, as
successor to Yasuda Bank and Trust Company (U.S.A.), as Trustee (the
"Master Trust Trustee"), and a related Series Supplement to the Pooling and
Servicing Agreement (the "Series Supplement") among Citibank (South
Dakota), as Seller and Servicer, Citibank (Nevada), as Seller, and the
Master Trust Trustee, substantially in the forms filed as Exhibits 4.3 and
4.2, respectively, to the Registration Statement. The Notes will be issued
under an Indenture (the "Indenture") between the Issuance Trust and Bankers
Trust Company, as Trustee (the "Indenture Trustee"), substantially in the
form filed as Exhibit 4.1 to the Registration Statement.
I, or attorneys under my supervision, have examined and am familiar
with originals, or copies certified or otherwise identified to my
satisfaction, of such corporate records, certificates or documents as I
have deemed appropriate as a basis for the opinions expressed below. In
such
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Citibank (Nevada), National Association
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examination, I (or such persons) have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to me (or such persons) as originals, the conformity to
original documents of all documents submitted to me (or such persons) as
certified or photostatic copies and the authenticity of the originals of
such copies.
Based upon and subject to the foregoing and assuming that (i) the
Registration Statement and any amendments thereto (including post-effective
amendments) will have become effective and comply with all applicable laws
at the time the Collateral Certificate and the Notes are offered or issued
as contemplated by the Registration Statement; (ii) a Prospectus Supplement
will have been prepared and filed with the Commission describing the Notes
offered thereby and will comply with all applicable laws; (iii) all Notes
and the Collateral Certificate will be issued and sold in compliance with
applicable federal and state laws and in the manner stated in the
Registration Statement and the appropriate Prospectus Supplement; (iv) a
definitive underwriting, selling agent, purchase or similar agreement and
any other necessary agreement with respect to Notes offered or issued will
have been duly authorized and validly executed and delivered by the parties
thereto; (v) the Notes will be sold and delivered at the price and in
accordance with the terms of such agreement and as set forth in the
Registration Statement and the Prospectus Supplement(s) referred to
therein, (vi) the Issuance Trust will authorize the issuance of the Notes
and the terms and conditions thereof and will take all other appropriate
additional action, (vii) each of the Banks will authorize the issuance of
the Collateral Certificate and the terms and conditions thereof and will
take all other appropriate additional action, (viii) at the time of
execution, authentication, issuance and delivery of the Collateral
Certificate, the related Series Supplement will have been duly authorized,
executed and delivered by each of the Banks and the Master Trust Trustee,
(ix) at the time of execution, authentication, issuance and delivery of the
Notes, the Indenture will have been duly authorized, executed and delivered
by the Issuance Trust and the Indenture Trustee, and (x) the Indenture and
the Indenture Trustee have been duly qualified under the Trust Indenture
Act of 1939, I am of the opinion that:
1. The Pooling and Servicing Agreement has been duly authorized,
executed and delivered by each of the Banks, and assuming due
authorization, execution and delivery by the Master Trust
Trustee, the Pooling and Servicing Agreement constitutes
binding obligations of the Banks.
2. When the Series Supplement relating to the Collateral
Certificate has been duly authorized, executed and delivered
by each of the Banks and the Master Trust Trustee, such
Series Supplement will constitute binding obligations of the
Banks.
3. When the issuance, execution and delivery of the Collateral
Certificate has been duly authorized by each of the Banks,
and when such Collateral Certificate has been duly executed
and delivered by the each of Banks in accordance with the
Pooling and Servicing Agreement and the applicable Series
Supplement and authenticated by the Master Trust Trustee and
issued as contemplated by the
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Citibank (South Dakota), N.A.
Citibank (Nevada), National Association
Page 3
Registration Statement, the Collateral Certificate will be
validly issued, fully paid and non-assessable, and entitled
to the benefits provided by the Pooling and Servicing
Agreement and the applicable Series Supplement.
4. When the Notes have been duly executed, authenticated, issued
and delivered in accordance with the provisions of the
Indenture, the Notes will be validly issued, fully paid,
non-assessable and binding obligations of the Issuance Trust,
and the holders of the Notes will be entitled to the benefits
of the Indenture.
Insofar as my opinion relates to the validity, binding effect or
enforceability of any agreement or obligation, it is subject to applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium
or other similar laws affecting creditors' rights generally from time to
time in effect and subject to general principles of equity, regardless of
whether such is considered in a proceeding in equity or at law.
My opinion is limited to matters governed by the Federal laws of the
United States of America, the laws of the State of New York and the General
Corporation Law of the State of Delaware (including the applicable
provisions of the Delaware Constitution and the reported judicial decisions
interpreting the General Corporation Law of the State of Delaware and such
applicable provisions of the Delaware Constitution). I am not admitted to
the practice of law in the State of Delaware.
I consent to the use of this opinion in the Registration Statement and
to the reference to my name in the Prospectus constituting a part of such
Registration Statement under the heading "Legal Matters". In giving such
consent, I do not thereby admit that I come within the category of persons whose
consent is required under Section 7 of the Act, or the rules and regulations of
the Commission thereunder.
Very truly yours,
/s/ JOHN R. DYE
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John R. Dye
