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EXHIBIT 8.1
[Letterhead of Cravath, Swaine & Moore]
December 29, 2000
Ladies and Gentlemen:
We have acted as special Federal tax counsel to Citibank (South Dakota),
N.A. ("Citibank (South Dakota)"), Citibank (Nevada), National Association
("Citibank (Nevada)"), Citibank Credit Card Issuance Trust (the "Issuance
Trust") and Citibank Credit Card Master Trust I (the "Master Trust") in
connection with the filing on the date hereof by such persons with the
Securities and Exchange Commission of a Registration Statement on Form S-3 (the
"Registration Statement"). The Registration Statement registers under the
Securities Act of 1933, as amended, 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 was 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. The Notes will be issued under an
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Indenture (the "Indenture") between the Issuance Trust and Bankers Trust
Company, as Trustee.
In that connection, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary or appropriate for the
purposes of this opinion, including (a) the Pooling and Servicing Agreement and
the Series Supplement, (b) the Indenture, (c) the Collateral Certificate, (d)
specimens of the Notes, (e) the Registration Statement, and (f) the prospectus
(the "Prospectus") and the prospectus supplements (the "Prospectus
Supplements"), each relating to the Notes.
Based upon the foregoing, we hereby confirm that (i) the statements set
forth in the Prospectus forming a part of the Registration Statement under the
heading "Tax Matters" accurately describe the material Federal income tax
consequences to holders of the Notes and (ii) the statements set forth in the
Prospectus under the caption "Benefit Plan Investors", to the extent that they
constitute statements of matters of law or legal conclusions with respect
thereto, accurately describe the material consequences to holders of Notes under
the Employee Retirement Income Security Act of 1974, as amended.
We know that we are referred to under the headings "Prospectus Summary --
Tax Status", "Tax Matters -- Tax Characterization of the Notes" and "Legal
Matters" in the Prospectus forming a part of the Registration Statement, and we
hereby consent to such use of our name therein and to the use of this opinion
for filing with the Registration Statement as Exhibits 8.1 and 23.2 thereto.
Very truly yours,
/s/ Cravath, Swaine & Moore
Citibank (South Dakota), N.A.
701 East 60th Street, North
Sioux Falls, South Dakota 57117
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Citibank (Nevada), National Association
8725 West Sahara Avenue
Las Vegas, Nevada 89163
Citibank Credit Card Issuance Trust
c/o Citibank (South Dakota), N.A., as Managing Beneficiary
701 East 60th Street, North
Mail Code 1251
Sioux Falls, South Dakota 57117
Citibank Credit Card Master Trust I
c/o Citibank (South Dakota), N.A., as Servicer
701 East 60th Street, North
Sioux Falls, South Dakota 57117
