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Exhibit 8.1
October 10, 2000
Spiegel Credit Corporation III
400 West 9th Street
Suite 101B
Wilmington, Delaware 19810
Re: Spiegel Credit Card Master Note Trust Certain Federal Tax
Consequences
Ladies and Gentlemen:
We have acted as tax counsel to Spiegel Credit Corporation III, a
Delaware corporation ("SCCIII") in connection with the filing by SCCIII, as
co-registrant, and on behalf of Spiegel Credit Card Master Note Trust (the
"Trust") and Spiegel Master Trust ("SMT"), as co-registrant, with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Act"), of a Registration Statement on Form S-3, Registration No. 333-39062, as
amended (the "Registration Statement"), filed by SCCIII and SMT under the Act,
registering its asset-backed notes secured by receivables in a portfolio of
private-label retail credit card accounts and related assets (the "Notes"). The
Notes of a particular Series will be issued pursuant to a Master Indenture
between the Trust and an indenture trustee (the "Indenture Trustee"),
substantially in the form filed as Exhibit 4.1 to the Registration Statement,
and a related Indenture Supplement (the "Indenture Supplement") between the
Trust and the Indenture Trustee, substantially in the form filed as Exhibit 4.2
to the Registration Statement. Unless otherwise defined herein,
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Spiegel Credit Corporation III
October 10, 2000
Page 2
all capitalized terms used herein shall have the meanings assigned to them in
the form of Master Indenture.
In connection with your request, we have examined executed copies of
the Registration Statement and forms of the Master Indenture, Indenture
Supplement, and Transfer and Servicing Agreement attached thereto, and such
other documents as we have deemed necessary for the purposes of this opinion
(collectively, the "Transaction Documents"). Our opinion is based upon an
examination of the Transaction Documents, representations of representatives of
SCCIII and its affiliates as to relevant material facts, the Internal Revenue
Code of 1986, as amended, Treasury Regulations (whether proposed, temporary, or
final), judicial decisions, administrative rulings, and other applicable legal
authorities. The statutory provisions, regulations, legal authorities, and
interpretations on which our opinions are based are, of course, subject to
change, and such changes could apply retroactively. In addition, there can be no
assurance that the relevant tax authorities will not take a position contrary to
those stated herein. In expressing our opinion, we have assumed, without
independent verification, that the facts presented in the Transaction Documents
are correct, the Transaction Documents have been or will be consummated
according to their terms, and the factual representations of SCCIII and its
affiliates are correct.
Based on and subject to the foregoing, we are of the opinion that the
statements set forth in the prospectus included in the Registration Statement
under the caption "Federal Income Tax Consequences," insofar as they purport to
constitute summaries of the U.S. federal income tax law or legal conclusions
with respect thereto, constitute accurate summaries of the matters described
therein in all material respects. We hereby confirm and adopt the opinions
expressly set forth under the caption "Federal Income Tax Consequences" in the
prospectus.
We hereby consent to the filing of this opinion letter as Exhibit 8.1
to the Registration Statement and the use of our name under the caption "Federal
Income Tax Consequences" in the prospectus and under the caption "Tax Status" in
the form of prospectus supplement included in the Registration Statement. In
giving this consent, this Firm does not hereby admit that it comes into the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
Very truly yours,
Rooks Pitts and Poust
