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Exhibit 5.1
August 2, 2000
Spiegel Credit Corporation III
400 West 9th Street
Suite 101-B
Wilmington, Delaware 19810
Re: Spiegel Credit Card Master Note Trust
Ladies and Gentlemen:
We have acted as special counsel for 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"), 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 the Trust under the Act, registering 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.
We have examined executed copies of the Registration Statement and forms of
the Master Indenture, Indenture Supplement, and Transfer and Servicing Agreement
attached thereto. We also have examined the originals, or duplicates or
certified or conformed copies, of such records, agreements, instruments and
other documents and have made such other and further investigations as we have
deemed relevant and necessary in connection with the opinions expressed herein.
As
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Spiegel Credit Corporation III
August 2, 2000
Page 2
to questions of fact material to this opinion, we have relied upon certificates
of public officials and of officers and representatives of SCCIII.
Based upon the foregoing, and subject to the qualifications and limitations
set forth herein, we are of the opinion that, assuming the issuance and sale of
the Notes, and the receipt by the Trust of payment therefor as contemplated in
the Registration Statement, such Notes will be fully paid, nonassessable and
validly issued, and will constitute binding obligations of the Trust.
Our opinion set forth above is subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally and general equitable
principles (whether considered in a proceeding in equity or at law).
We are members of the Bar of the State of Illinois, and we do not express
any opinion herein concerning any law other than the law of the State of
Illinois, the General Corporation Law of Delaware and the Federal law of the
United States.
This Firm hereby consents to such use of its name in the Registration
Statement and such related prospectus, including any amendments or supplements
thereto, and to the filing of this opinion as an exhibit thereto. 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,
/s/ Rooks, Pitts and Poust
