[Target Corporation Letterhead]
May 31, 2000
Target Receivables Corporation
80 South 8th Street-14th Fl., Suite 1401
Minneapolis, MN 55402
Re: Registration Statement on Form S-3
Registration No. 333-95585
(the "Registration Statement")
Ladies and Gentlemen:
I am Executive Vice President, General Counsel and Secretary of Target
Corporation and have acted as counsel to Target Receivables Corporation, a
Minnesota corporation ("TRC"), in connection with (a) the transfer of
receivables ("Receivables") generated from time to time in a portfolio of
open end credit card accounts originated by Retailers National Bank, a
national banking association ("RNB"), to Target Capital Corporation, a
Minnesota corporation ("TCC"), (b) the transfer of the Receivables from TCC
to Target Receivables Corporation, a Minnesota corporation ("TRC"), and (c)
the transfer of the Receivables from TRC to the Target Credit Card Master
Trust (the "Trust") pursuant to the Amended and Restated Pooling and
Servicing Agreement, dated as of April 28, 2000 among TRC as transferor,
RNB as servicer and Norwest Bank Minnesota, N.A., a national banking
association, as trustee (the "Trustee"), a copy of which agreement was
filed as an exhibit to the above-referenced Registration Statement (the
"Pooling and Servicing Agreement"), relating to the proposed issuance and
sale of Asset Backed Certificates (the "Certificates").
In connection herewith, I, or the attorneys over whom I exercise
supervision, have examined and relied upon the forms of the Pooling and
Servicing Agreement, the Series Supplement thereto and the Underwriting
Agreement, each filed as an exhibit to the Registration Statement. We have
also examined such corporate records, certificates and other documents, and
reviewed such questions of law as we deemed appropriate for this opinion.
Based upon the foregoing, I am of the opinion that:
1. The Pooling and Servicing Agreement, filed as an exhibit to the
Registration Statement, has been duly authorized and executed and when the
applicable Series Supplement thereto have been duly authorized by all
necessary corporate action and have been duly executed and delivered by
TRC, they will constitute valid and binding obligations of TRC enforceable
in accordance with their terms, subject to applicable bankruptcy,
reorganization, insolvency and similar laws affecting creditors' rights
generally and subject, as to enforceability, to general principles of
equity (regardless of whether enforcement is pursuant to a proceeding in
equity or at law).
2. When the issuance, execution and delivery of the Certificats have been
duly authorized by TRC, as transferor, and when the Certificates have been
duly executed, delivered and sold in accordance with the Pooling and
Servicing Agreement and authenticated by the Trustee and issued and sold as
described in the Registration Statement, the Certificates will be legally
issued, fully paid and non-assessable, and the holder of the Certificates
will be entitled to the benefits provided by the Pooling and Servicing
Agreement.
In rendering the foregoing opinions, I have assumed the accuracy and
truthfulness of all public records of TRC and of all certifications,
documents and other proceedings examined by me that have been produced by
officials of TRC acting within the scope of their official capacities,
without verifying the accuracy or truthfulness of such representation. I
have also assumed the genuineness of such signatures appearing upon such
public records, certifications, documents and proceedings. In addition, I
have assumed that the applicable Series Supplement to the Pooling and
Servicing Agreement and the Certificates will be executed and delivered in
substantially the form filed as exhibits to the Registration Statement, and
that the Certificates will be sold as described therein. I express no
opinion as to the laws of any jurisdiction other than the laws of the State
of Minnesota and the federal laws of the United States of America.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the heading "Legal
Matters" in the Prospectus included in the Registration Statement without
implying or admitting that I am an"expert" within the meaning of the
Securities Act of 1933, as amended, or other rules and regulations
of the Securities and Exchange Commission issued thereunder with respect to
any part of the Registration Statement, including this exhibit.
Very truly yours,
/s/ James T. Hale
James T. Hale
Executive Vice President,
General Counsel and Secretary
