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EXHIBIT 8
[LATHAM & WATKINS LETTERHEAD]
June 1, 2000
Greenwood Trust Company
12 Read's Way
New Castle, Delaware 19720
Re: Discover Card Master Trust I, Series 2000-5
Registration Statement on Form S-3
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Ladies and Gentlemen:
In connection with the Registration Statement on Form S-3 (Registration
No. 333-62263), registering credit card pass-through certificates representing
undivided interests in the Discover Card Master Trust I (the "Trust") and the
related Prospectus and Prospectus Supplement, dated May 2, 2000 and May 25,
2000, respectively (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 pursuant to the Registration
Statement of Series 2000-5 Floating Rate Class A Credit Card Pass-Through
Certificates and Series 2000-5 Floating Rate Class B Credit Card Pass-Through
Certificates (together, the "Series 2000-5 Certificates"), you have requested
our opinion regarding the description of material tax consequences related to
the issuance of the Series 2000-5 Certificates (the "Offering") as described in
the Prospectus. Capitalized terms not otherwise defined herein have the meanings
ascribed to them in the Prospectus.
Our opinion is based on our examination of the Prospectus, the Pooling
and Servicing Agreement dated as of October 1, 1993, as amended (the "Pooling
Agreement") 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, and such other documents, instruments and information
as we considered necessary. Our opinion also is based on (i) the assumption that
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LATHAM & WATKINS
Greenwood Trust Company
June 1, 2000
Page 2
neither the Trustee nor any affiliate thereof will become the Master Servicer,
the Servicer or the delegee of either the Master Servicer or the Servicer; (ii)
the assumption that all agreements relating to the creation of the Trust will
remain in full force and effect; (iii) the assumption that all agreements and
documents required to be executed and delivered in connection with the issuance
and sale of the Series 2000-5 Certificates will be so executed and delivered by
properly authorized persons in substantial conformity with the drafts thereof as
described in the Prospectus and such agreements will remain in full force and
effect; (iv) currently applicable provisions of the federal income tax laws,
including the Internal Revenue Code of 1986, as amended, applicable Treasury
Regulations promulgated thereunder, judicial authority and current
administrative rulings and practice; and (v) a legal opinion rendered by local
tax counsel retained by Greenwood relative to the income tax laws of Delaware
(upon which we have relied for purposes of rendering our opinion with respect to
the laws of Delaware).
Based on the foregoing, as of the date hereof, we adopt and confirm the
statements under the captions "Federal Income Tax Consequences" and "State Tax
Consequences" as our opinion of the material tax consequences of the Offering,
to the extent such statements constitute legal conclusions.
Very truly yours,
/s/ Latham & Watkins
