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Exhibit 8.1
August 2, 2000
Spiegel Credit Corporation III
400 West 9/th/ 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"), 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 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, all capitalized terms used herein shall have
the meanings assigned to them in the form of Master Indenture.
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Spiegel Credit Corporation III
August 2, 2000
Page 2
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 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.
This opinion letter is rendered as of the date hereof and is based upon our
understanding of the law and the facts as of that date, and we undertake no
obligation to revise this opinion letter to reflect any changes in the law or
the facts that may occur after the date hereof. This letter is for the sole use
of the addressee and its affiliates and may not be used, circulated, quoted, or
relied upon by any other person.
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,
/s/ Rooks, Pitts and Poust
