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[LATHAM & WATKINS LETTERHEAD]
January 12, 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 2001-2
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 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 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"). The Series 2001-2 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
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Discover Bank
January 12, 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 2001-2 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 2001-2 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 2001-2 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 2001-2 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 2001-2 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 2001-2 Certificates, (i) the Series 2001-2
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 2001-2 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
2001-2, 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.
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Discover Bank
January 12, 2001
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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 12, 2001.
Very truly yours,
/s/ Latham & Watkins
