<PAGE> 1
EXHIBIT 5
[LATHAM & WATKINS LETTERHEAD]
January 2, 2001
Discover Bank, as Originator
of Discover Card Master Trust I
12 Read's Way
New Castle, Delaware 19720
Re: Discover Card Master Trust I, Series 2001-1
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 December 21, 2000
and Prospectus Supplement dated December 21, 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 2001-1 Floating Rate Class A Credit Card
Pass-Through Certificates and Series 2001-1 Floating Rate Class B Credit
Card Pass-Through Certificates (together, the "Series 2001-1
Certificates"). The Series 2001-1 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
<PAGE> 2
LATHAM & WATKINS
Discover Bank
January 2, 2001
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 2001-1 Supplement"), a copy of the
form of which is included as Exhibit 4.7 to the Registration Statement and
the specific terms of which are summarized in the Prospectus, each by and
between Discover Bank (formerly known as 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. We
are familiar with the proceedings taken by Discover Bank as originator of
the Trust in connection with the authorization of the issuance and sale of
the Series 2001-1 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 2001-1 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 2001-1 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 2001-1 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 2001-1 Certificates, (i) the Series
2001-1 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 2001-1 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 2001-1, 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.
We hereby consent to the filing of (i) this opinion and (ii) the
opinion to be filed as Exhibit 8, in each case as part of the Trust's
Current Report on Form 8-K, dated January 2, 2001.
Very truly yours,
/s/ Latham & Watkins
