<PAGE> 1
Exhibit 8
[LATHAM & WATKINS LETTERHEAD]
December 15, 2000
Discover Bank
12 Read's Way
New Castle, Delaware 19720
Re: Discover Card Master Trust I, Series 2000-9
Registration Statement on Form S-3
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-3
(Registration No. 333-37066), registering credit card pass-through certificates
representing undivided interests in the Discover Card Master Trust I (the
"Trust") and the related Prospectus dated December 8, 2000 and Prospectus
Supplement dated December 8, 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 pursuant to the
Registration Statement of Series 2000-9 6.35% Class A Credit Card Pass-Through
Certificates and Series 2000-9 Floating Rate Class B Credit Card Pass-Through
Certificates (together, the "Series 2000-9 Certificates"), you have requested
our opinion regarding the description of material tax consequences related to
the issuance of the Series 2000-9 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 Discover Bank (formerly Greenwood Trust Company) 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 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
2000-9 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
Discover Bank 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
