Exhibit 8
November __, 2000
Prime Receivables Corporation
7 West Seventh Street
Cincinnati, Ohio 45202
Re: Prime Credit Card Master Trust Asset Backed Certificates
Ladies and Gentlemen:
We are acting as special counsel to Prime Receivables
Corporation, a Delaware corporation (the "Transferor"), in connection with
the Prime Credit Card Master Trust (the "Trust"), which was established
pursuant to the Amended and Restated Pooling and Servicing Agreement,
dated as of December 15, 1992 (as amended and supplemented to the date
hereof, the "Pooling and Servicing Agreement"), among the Transferor, FDS
as Servicer (successor in such capacity to Federated Department Stores,
Inc.), and The Chase Manhattan Bank (as successor by merger to Chemical
Bank), as Trustee, as further supplemented by a Series Supplement
substantially in the form of Exhibit 4.7 to the Registration Statement on
Form S-3 (Registration No. 333-45760), as amended (the "Registration
Statement"), and the Trust's allocation for certain purposes of interests
in receivables generated from time to time in a portfolio of consumer
credit card accounts (the "Receivables) among the holders of interests in
one or more series of Asset Backed Certificates (the "Investor
Certificates") proposed to be issued and sold pursuant to an Underwriting
Agreement substantially in the form of Exhibit 1 to the Registration
Statement (the "Underwriting Agreement"), in each case as contemplated by
the prospectus made part of the Registration Statement (the "Prospectus")
and a supplemental prospectus thereto.
In connection with our opinion, we have examined and relied
upon the forms of the Pooling and Servicing Agreement, the Series
Supplement, and the Underwriting Agreement, each filed as an exhibit to
the Registration Statement. We have also examined such documents, records,
and matters of law as we have deemed necessary for purposes of this
opinion. The opinion is subject to the following qualifications,
assumptions, and limitations:
A. Our opinion is based on the relevant provisions of the
Internal Revenue Code of 1986, as amended, and administrative
interpretations, judicial decisions, and regulations in effect on the
date of this letter. These authorities are subject to either
prospective or retroactive change, and we can provide no assurance as
to the effect of any change on the conclusions reached in our
opinion. We further note that no federal statutes, administrative
interpretations, judicial decisions, or regulations address the
characterization for tax purposes of securities with terms and
provisions substantially the same as the Investor Certificates and
that application of these authorities to the Investor Certificates is
a matter of interpretation. Our opinion does not relate to or purport
to cover the laws or regulations of any jurisdiction other than the
United States of America.
B. We note that judicial decisions and administrative rulings
of the Internal Revenue Service (the "Service") generally indicate
that the characterization of a transaction for tax purposes depends
on the facts and circumstances of each case. No ruling has been
requested from the Service concerning the Investor Certificates.
Opinions of counsel, moreover, are not binding on the Service, and
the Service may assert positions contrary to those stated in our
opinion letter.
C. In arriving at our opinion, we have considered, among other
things, the Investor Certificate holders' lack of potential for gain
or loss with respect to the Receivables. In this regard, and as to
any other material facts that were not independently established or
verified by us, we have relied upon statements, representations, and
certificates of officers and other representatives of the Transferor.
D. We have assumed that the Investor Certificates are being
issued in accordance with the Pooling and Servicing Agreement and a
particular Series Supplement, and we have assumed compliance by all
parties with the Pooling and Servicing Agreement, the related Series
Supplement, and all other documents relating to the issuance of the
Investor Certificates. We have assumed in particular that the
Transferor continues to comply with all restrictions on the transfer
of the Exchangeable Transferor Certificate (as defined in the Pooling
and Servicing Agreement) and any other class or series of
certificates transfer of which is restricted by the Pooling and
Servicing Agreement or the related Series Supplement. We can provide
no assurance as to the effect on our opinion of any deviation from
these assumptions.
E. We express no opinion with respect to any class or series of
certificates that are not Investor Certificates as defined herein.
Based on our examination, and subject to the foregoing
qualifications, assumptions, and limitations, we are of the opinion that
the statements in the Prospectus under the heading "Tax Matters," subject
to the qualifications set forth therein, accurately describe the material
federal income tax consequences to holders of Investor Certificates.
Our opinion is limited to the opinion expressly stated in this
letter, and no other opinions may be inferred. The opinion expressed in
this letter takes into account laws, interpretations of laws, and facts
known to us as of the date of this letter. We undertake no responsibility
to advise you of changes in laws or interpretations of law or facts that
come to our attention after that time.
We hereby consent to the filing of this opinion as Exhibit 8 to
the Registration Statement and to the reference to us under the caption
"Legal Matters" in the Prospectus.
Very truly yours,
Jones, Day, Reavis & Pogue
