EXHIBIT 8.1
[Letterhead of]
CRAVATH, SWAINE & MOORE
[New York Office]
August 21, 2000
Ladies and Gentlemen:
We have acted as special Federal tax 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.
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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 form of 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 have acted as special Federal tax counsel to 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
Citibank (Nevada), National Association
8725 West Sahara Avenue
Las Vegas, Nevada 89163
Encl.
