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[LATHAM & WATKINS LETTERHEAD]
January 12, 2001
Discover Bank
12 Read's Way
New Castle, Delaware 19720
Re: Discover Card Master Trust I, Series 2001-2
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 21, 2000, and Prospectus
Supplement, dated January 8, 2001 (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 2001-2 Floating Rate Class A Credit Card
Pass-Through Certificates and Series 2001-2 Floating Rate Class B Credit Card
Pass-Through Certificates (together, the "Series 2001-2 Certificates"), you have
requested our opinion regarding the description of material tax consequences
related to the issuance of the Series 2001-2 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,
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Discover Bank
January 12, 2001
Page 2
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 2001-2 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
