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EXHIBIT 8.1
[Letterhead of Orrick, Herrington & Sutcliffe LLP]
August 11, 2000
National City Bank
1900 East 9th Street
Cleveland, Ohio 44114
Re: NATIONAL CITY CREDIT CARD MASTER TRUST
NATIONAL CITY BANK (SELLER AND SERVICER)
REGISTRATION STATEMENT ON FORM S-3
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Ladies and Gentlemen:
We have acted as counsel for National City Bank, a national banking
association (the "Bank"), in connection with the preparation of the Registration
Statement on Form S-3 (the "Registration Statement") filed on August 11, 2000
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") and representing an undivided interest in National
City Credit Card Master Trust (the "Trust"). Such Certificates will be issued
pursuant to a pooling and servicing agreement dated June 1, 1995, as amended and
restated as of July 1, 2000, between the Bank, as Seller and Servicer, and The
Bank of New York (the "Pooling and Servicing Agreement").
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 heading "Federal Income Tax Consequences," and
the statements set forth in the prospectus supplement relating to the
Certificates (the "Prospectus Supplement") forming a part of the Registration
Statement under the heading "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 adopt and confirm the opinions set forth therein.
We note that the form of Prospectus Supplement does 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. In the event that our
opinions referred to in the preceding paragraph were to require modification in
the context of an actual transaction, we hereby undertake, if we are special tax
counsel to the Bank with respect to such transaction, to include any such
modifications in a tax
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National City Bank
August 11, 2000
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opinion (including a consent to filing) filed with the Securities and Exchange
Commission pursuant to a post-effective Amendment or Form 8-K prior to the time
of sales.
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
