May 31, 2000
Target Receivables Corporation
80 South Eighth Street
14th Floor, Suite 1401
Minneapolis, Minnesota 55402
Re: Amendment No. 1 to the Registration Statement on
Form S-3 of Target Receivables Corporation to the
Target Credit Card Master Trust
Dear Ladies and Gentlemen:
In connection with the filing with the Securities and Exchange
Commission contemporaneously herewith of Amendment No. 1 to the
registration statement on Form S-3 (No. 333-95585) of Target Receivables
Corporation (together with all amendments thereto, the "Registration
Statement") relating to the issuance by Target Credit Card Master Trust of
asset backed certificates established pursuant to an Amended and Restated
Pooling and Servicing Agreement, dated as of April 28, 2000 (the "Pooling
Agreement") and various Supplements thereto (each, a "Supplement") to be
entered into from time to time (collectively, the "Agreement")1 between
Target Receivables Corporation, as transferor (the "Transferor"), Retailers
National Bank ("RNB"), as servicer (the "Servicer"), and Norwest Bank
Minnesota, N.A., as trustee (the "Trustee"), you have requested our opinion
regarding certain descriptions of tax consequences contained in the form of
prospectus (the "Prospectus") included in the Registration Statement.
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1 All capitalized terms used below that are not otherwise defined have
the same meaning as set forth in the Pooling Agreement.
Our opinion is based on an examination of the forms of (i) the
prospectus (the "Prospectus") included in the Registration Statement; (ii)
the Agreement; (iii) the Amended and Restated Bank Receivables Purchase
Agreement, dated as of April 28, 2000 between RNB and Target Capital
Corporation, a Minnesota Corporation ("TCC"), (iv) the Amended and Restated
Receivables Purchase Agreement, dated as of April 28, 2000 between TCC and
the Transferor, (v) the Agreement; (vi) a demand note evidencing
indebtedness of Target Corporation (formerly known as Dayton Hudson
Corporation), a Minnesota corporation, as maker to Target Receivables
Corporation as Payee; (vii) the Participation Supplement, between the
Transferor, the Servicer as purchaser of the Participation and the Trustee;
and (viii) such other documents as we have deemed material to the opinions
set forth herein. Our opinion is also based upon the Internal Revenue Code
of 1986, as amended, administrative rulings, judicial decisions, Treasury
regulations and other applicable authorities. The statutory provisions,
regulations and interpretations on which our opinion is based are subject
to changes, and such changes could apply retroactively. In addition, there
can be no assurance that positions contrary to those stated in our opinion
may not be taken by the Internal Revenue Service.
Based on the foregoing, we hereby confirm that the statements
in the Prospectus under the headings "Tax Matters," subject to the
qualifications set forth therein, accurately describe the material federal
income tax consequences to holders of each class of certificates of each
series that are offered pursuant to a prospectus supplement to the
Prospectus, under existing law and the assumptions stated therein.
We also note that the Prospectus and the Agreement do not relate to a
specific transaction. Accordingly, the above-referenced description of
Federal income tax consequences may require modification in the context of
an actual transaction.
We express no opinion with respect to the matters addressed in
this letter other than as set forth above.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher &
Flom LLP
