EXHIBIT 8.2
May 15, 2018
American Express Receivables Financing Corporation III LLC
4315 South 2700 West, Room 1100,02-01-46
Salt Lake City, Utah 84184
| Re: | American Express Credit Account Master Trust |
| Class A Series2018-5 Floating Rate Asset Backed Certificates |
| Class B Series2018-5 Floating Rate Asset Backed Certificates |
Ladies and Gentlemen:
We have advised American Express Receivables Financing Corporation III LLC (the “Registrant”) with respect to certain federal income tax aspects of the issuance by the Registrant of the Class A Series2018-5 Floating Rate Asset Backed Certificates (the “Class A Certificates”) and the Class B Series2018-5 Floating Rate Asset Backed Certificates (the “Class B Certificates” and, together with the Class A Certificates, the “Certificates”). The Certificates will be issued pursuant to a Fourth Amended and Restated Pooling and Servicing Agreement, dated as of April 1, 2018, as amended from time to time, and the Series2018-5 Supplement, expected to be dated as of May 21, 2018, as more particularly described in the preliminary prospectus, dated May 9, 2018 (the “Preliminary Prospectus”), relating to such series, each forming a part of the Registration Statement on FormSF-3 (File Nos.333-205964 and333-205964-01) as filed by the Registrant with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), on July 30, 2015, and declared effective on December 21, 2015 (the “Registration Statement”). Such advice conforms to the description of selected federal income tax consequences to holders of the Certificates that appears under the headings “Summary of Series Terms—Tax Status” and “Tax Matters” in the Preliminary Prospectus. Such description does not purport to discuss all possible income tax ramifications of the proposed issuance, but with respect to those tax consequences which are discussed, in our opinion the description is accurate in all material respects, and we hereby confirm and adopt as our opinion the opinions set forth therein.
American Express Receivables Financing Corporation III LLC
May 15, 2018
Page 2
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name wherever appearing in the Preliminary Prospectus contained therein. In giving such consent, we do not consider that we are “experts,” within the meaning of the term as 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 |