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EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
June 15, 2000
Greenwood Trust Company, as Originator
of Discover Card Master Trust I
12 Read's Way
New Castle, Delaware 19720
Re: Discover Card Master Trust I, Series 2000-6
Registration Statement on Form S-3
Ladies and Gentlemen:
At your request, we have examined your Registration Statement on
Form S-3 (Registration No. 333-37066), together with the exhibits thereto (the
"Registration Statement"), registering credit card pass-through certificates
representing undivided interests in the Discover Card Master Trust I (the
"Trust") and the related Prospectus dated June 9, 2000 and Prospectus Supplement
dated June 9, 2000 (together, the "Prospectus"), filed by you with the
Securities and Exchange Commission pursuant to Rule 424(b) under the Securities
Act of 1933, as amended, relating to the issuance of Series 2000-6 Floating Rate
Class A Credit Card Pass-Through Certificates and Series 2000-6 Floating Rate
Class B Credit Card Pass-Through Certificates (together, the "Series 2000-6
Certificates"). The Series 2000-6 Certificates will be issued pursuant to the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as
of October 1, 1993, which is incorporated by reference to Exhibit 4.1 of your
Registration Statement on Form S-1 (Registration No. 33-71502), as amended by
the First Amendment to the Pooling and Servicing Agreement, dated as of August
15, 1994, which is incorporated by reference to Exhibit 4.2 of the Trust's
Current Report on Form 8-K dated August 1, 1995, by the Second Amendment to the
Pooling and Servicing Agreement, dated as of February 29, 1996, which is
incorporated by reference to Exhibit 4.4 of the Trust's Current
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LATHAM & WATKINS
Greenwood Trust Company
June 15, 2000
Page 2
Report on Form 8-K dated April 30, 1996, by the Third Amendment to the
Pooling and Servicing Agreement, dated as of March 30, 1998, which is
incorporated by reference to Exhibit 4.1(d) of the Trust's Registration
Statement on Form 8-A filed on April 13, 1998, and by the Fourth Amendment
to the Pooling and Servicing Agreement, dated as of November 30, 1998,
which is incorporated by reference to Exhibit 4.1 of the Trust's Current
Report on Form 8-K dated November 30, 1998, and as supplemented by a
related Series Supplement (the "Series 2000-6 Supplement"), a copy of the
form of which is included as Exhibit 4.6 to the Registration Statement and
the specific terms of which are summarized in the Prospectus, each by and
between Greenwood as Master Servicer, Servicer and Seller and U.S. Bank
National Association (formerly First Bank National Association, successor
trustee to Bank of America Illinois, formerly Continental Bank, National
Association) as Trustee. We are familiar with the proceedings taken by
Greenwood as originator of the Trust in connection with the authorization
of the issuance and sale of the Series 2000-6 Certificates, and have
examined such documents and such questions of law and fact as we have
deemed necessary in order to express the opinion hereinafter stated.
We are opining herein as to the effect on the subject transactions
of only United States federal law and the laws of the State of New York,
and we express no opinion with respect to the applicability thereto or the
effect thereon of the laws of any other jurisdiction or as to any matters
of municipal law or the laws of any local agencies within any state.
Based on the foregoing, we are of the opinion, as of the date
hereof, that the Series 2000-6 Certificates, upon issuance and sale thereof
in the manner described in the Prospectus and as provided in the Pooling
and Servicing Agreement and the related Series 2000-6 Supplement, will be
validly issued, fully paid and nonassessable, and enforceable in accordance
with their terms and entitled to the benefits of the Pooling and Servicing
Agreement and the related Series 2000-6 Supplement, except as the same may
be limited by (i) bankruptcy, insolvency, reorganization, moratorium or
other similar laws now or hereafter in effect relating to or affecting the
rights and remedies of creditors, and (ii) general principles of equity
(whether enforcement is considered in a proceeding at law or in equity) and
by the discretion of the court before which any proceeding therefor may be
brought.
In rendering our opinion, we have assumed that, upon or prior to the
issuance and sale of the Series 2000-6 Certificates, (i) the Series 2000-6
Supplement will be duly authorized, executed and delivered by the Trustee,
(ii) all documents required to be executed and delivered in connection with
the issuance and sale of the Series 2000-6 Certificates will be so executed
and delivered by properly authorized persons, and (iii) the respective
purchase prices for the Class A Certificates and the Class B Certificates
of Series 2000-6, as set forth in the table on the cover of the Prospectus,
will be paid to you by the various underwriters named in the Prospectus.
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LATHAM & WATKINS
Greenwood Trust Company
June 15, 2000
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We hereby consent to the filing of (i) this opinion and (ii) the
opinion to be filed as Exhibit 8.1, in each case as part of the Trust's Current
Report on Form 8-K, dated June 15, 2000.
Very truly yours,
/s/ Latham & Watkins
