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EXHIBIT 8
[LATHAM & WATKINS LETTERHEAD]
January 2, 2001
Discover Bank
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:
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 and Prospectus Supplement,
each 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 pursuant
to the Registration Statement 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"), you have requested our opinion regarding the description of
material tax consequences related to the issuance of the Series 2001-1
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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LATHAM & WATKINS
Discover Bank
January 2, 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 2001-1 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
