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EXHIBIT 8.1
January 16, 2001
First Consumers National Bank
9300 S.W. Gemini Drive
Beaverton, Oregon 97008
Re: First Consumers Credit Card Master Note Trust
Certain Federal Tax Consequences
Ladies and Gentlemen:
We have acted as tax counsel to First Consumers National Bank ("FCNB") in
connection with the filing by FCNB, as co-registrant, and on behalf of the First
Consumers Credit Card Master Note Trust (the "Trust") and First Consumers Master
Trust ("FCMT"), as co-registrant, 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. 333-48860, as amended (the "Registration
Statement"), filed by FCNB and FCMT under the Act, registering its asset-backed
notes secured by receivables in a portfolio of private-label retail credit card
accounts and related assets (the "Notes"). The Notes of a particular Series
will be issued pursuant to a Master Indenture between the Trust and The Bank of
New York, as indenture trustee (the "Indenture Trustee"), substantially in the
form filed as Exhibit 4.1 to the Registration Statement, and a related Indenture
Supplement (the "Indenture Supplement") between the Trust and the Indenture
Trustee, substantially in the form filed as Exhibit 4.2 to the Registration
Statement. Unless otherwise defined herein, all capitalized terms used herein
shall have the meanings assigned to them in the form of Master Indenture.
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First Consumers National Bank
January 16, 2001
Page 2
In connection with your request, we have examined executed copies of the
Registration Statement and forms of the Master Indenture, Indenture Supplement,
and Transfer and Servicing Agreement attached thereto, and such other documents
as we have deemed necessary for the purposes of this opinion (collectively, the
"Transaction Documents"). Our opinion is based upon an examination of the
Transaction Documents, representations of representatives of FCNB and its
affiliates as to relevant material facts, the Internal Revenue Code of 1986, as
amended, Treasury Regulations (whether proposed, temporary, or final), judicial
decisions, administrative rulings, and other applicable legal authorities. The
statutory provisions, regulations, legal authorities, and interpretations on
which our opinions are based are, of course, subject to change, and such changes
could apply retroactively. In addition, there can be no assurance that the
relevant tax authorities will not take a position contrary to those stated
herein. In expressing our opinion, we have assumed, without independent
verification, that the facts presented in the Transaction Documents are correct,
the Transaction Documents have been or will be consummated according to their
terms, and the factual representations of FCNB and its affiliates are correct.
Based on and subject to the foregoing, we are of the opinion that the
statements set forth in the prospectus included in the Registration Statement
under the caption "Federal Income Tax Consequences," insofar as they purport to
constitute summaries of the U.S. federal income tax law or legal conclusions
with respect thereto, constitute accurate summaries of the matters described
therein in all material respects. We hereby confirm and adopt the opinions
expressly set forth under the caption "Federal Income Tax Consequences" in the
prospectus.
We hereby consent to the filing of this opinion letter as Exhibit 8.1 to
the Registration Statement and the use of our name under the caption "Federal
Income Tax Consequences" in the prospectus and under the caption "Tax Status" in
the form of prospectus supplement included in the Registration Statement. In
giving this consent, this Firm does not hereby admit that it comes into the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
Very truly yours,
Rooks, Pitts and Poust
