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Exhibit 8.1
[LETTERHEAD OF ORRICK, HERRINGTON & SUTCLIFFE LLP]
June 26, 2000
Capital One Bank
11011 West Broad Street
Glen Allen, Virginia 23060
Re: Capital One Master Trust
Capital One Bank (Seller and Servicer)
Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as counsel for Capital One Bank, a Virginia banking
corporation (the "Bank"), in connection with the preparation of the Registration
Statement on Form S-3 (the "Registration Statement") filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Act"), for the registration under the Act of Asset Backed Certificates
(collectively, the "Certificates") to be issued from time to time in series
(each, a "Series"), each such Series representing an undivided interest in
Capital One Master Trust (the "Trust"). Each Series of Certificates will be
issued pursuant to a pooling and servicing agreement (as amended, the "Pooling
and Servicing Agreement"), between the Bank, as Seller and Servicer by
assignment from the previous seller and servicer, and The Bank of New York, as
Trustee.
We hereby confirm that the statements set forth in the prospectus
relating to the Certificates (the "Prospectus") forming a part of the
Registration Statement under the headings "Summary of Terms--Tax Status" and
"Federal Income Tax Consequences," and the statements set forth in the
representative form of prospectus supplement relating to the Certificates (the
"Prospectus Supplement") forming a part of the Registration Statement under the
headings "Summary of Terms--Tax Status," which statements have been prepared by
us, to the extent that they constitute matters of law or legal conclusions with
respect thereto, are correct in all material respects, and we hereby confirm the
opinions set forth therein.
We note that the Prospectus and form of Prospectus Supplement do not
relate to a specific transaction. Accordingly, the above-referenced description
of federal income tax consequences and opinions may, under certain
circumstances, require modification in the context of an actual transaction.
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Capital One Bank
June 26, 2000
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are
"experts" within the meaning of the term used in the Act or the rules and
regulations of the Securities and Exchange Commission issued thereunder, with
respect to any part of the Registration Statement, including this opinion as an
exhibit or otherwise.
Very truly yours,
/s/ Orrick, Herrington & Sutcliffe LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP
