[Letterhead of Richards, Layton & Finger, P.A.]
April 11, 2008
BA Credit Card Funding, LLC
214 North Tyron Street, Suite #21-39
NC1-027-21-04
Charlotte, NC 28255
Re: BA Credit Card Trust
Ladies and Gentlemen:
We have acted as special Delaware counsel for FIA Card Services, National Association, a national
banking association (the "Bank"), and BA Credit Card Funding, LLC, a Delaware limited liability company ("Funding"),
in connection with the Registration Statement on Form S-3 (Registration Nos. 333-141948, 333-141948-01 and
333-141948-02), as amended (the "Registration Statement"), filed by Funding with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), for the registration under the Act of the
BAseries Class C(2008-3) Notes (collectively, the "Notes"), representing obligations of BA Credit Card Trust, a
Delaware statutory trust (the "Trust"), to be issued pursuant to the Indenture (as hereinafter defined). At your
request, this opinion is being furnished to you.
We have made such inquiries and examined such documents as we have considered necessary or
appropriate for purposes of giving the opinions hereinafter set forth, including the examination of executed or
conformed counterparts, or copies otherwise proved to our satisfaction, of the following:
(a) The Certificate of Trust of the Trust, effective on May 4, 2001, as filed in the office of
the Secretary of State of the State of Delaware (the "Secretary of State") on May 4, 2001, as amended and restated
by the Amended and Restated Certificate of Trust of the Trust, effective on June 10, 2006, as filed in the office of
the Secretary of State on June 9, 2006;
(b) The Trust Agreement of the Trust, dated as of May 4, 2001, between the Bank, as
beneficiary, and Wilmington Trust Company, a Delaware banking corporation, as owner trustee (the "Owner Trustee");
(c) The Amended and Restated Trust Agreement of the Trust, dated as of May 24, 2001, as
amended by the First Amendment thereto, dated as of July 12, 2001, the Second Amendment thereto, dated as of August
1, 2002, the Third Amendment thereto, dated as of June 27,
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April 11, 2008
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2003, and the Fourth Amendment thereto, dated as of January 27, 2006, each between the Bank, as beneficiary and
transferor, and the Owner Trustee, and acknowledged and accepted by the Trust;
(d) The Second Amended and Restated Trust Agreement of the Trust, dated as of June 10, 2006,
between the Bank, as beneficiary and transferor, and the Owner Trustee, and acknowledged and accepted by the Trust;
(e) The Third Amended and Restated Trust Agreement of the Trust, dated as of October 20, 2006,
between Funding, as beneficiary and transferor, and the Owner Trustee, and acknowledged and accepted by the Trust
and the Bank;
(f) The Second Amended and Restated Indenture, dated as of October 20, 2006 (the "Master
Indenture"), between the Trust, as issuer, and The Bank of New York, a New York banking corporation, as indenture
trustee (the "Indenture Trustee"), and acknowledged and accepted by the Bank, as supplemented by the Amended and
Restated BAseries Indenture Supplement, dated as of June 10, 2006 (the "Indenture Supplement"), between the Trust,
as issuer, and the Indenture Trustee, and as further supplemented by the Class C(2008-3) Terms Document, dated as of
April 11, 2008 (the "Terms Document"), between the Trust, as issuer, and the Indenture Trustee (the Master
Indenture, as supplemented by the Indenture Supplement and the Terms Document, is hereinafter referred to as the
"Indenture");
(g) The Registration Statement;
(h) The prospectus, dated April 2, 2008 (the "Prospectus"), and the prospectus supplement
related to the Notes, dated April 3, 2008 (the "Prospectus Supplement");
(i) A certificate of the Trust, dated April 11, 2008, as to certain matters; and
(j) A Certificate of Good Standing for the Trust, dated April 11, 2008, obtained from the
Secretary of State.
We have obtained or have been furnished with, and have relied upon with respect to factual matters,
such certificates, advices and assurances from public officials and others as we have deemed necessary or
appropriate for purposes of this opinion.
With respect to all documents examined by us, we have assumed that (i) all signatures on documents
examined by us are genuine, (ii) all documents submitted to us as originals are authentic, and (iii) all documents
submitted to us as copies conform with the original copies of those documents.
For purposes of this opinion, we have assumed, at the time of issuance and sale of the Notes, (i)
except with respect to the Bank, Funding and the Trust, the due authorization, execution and delivery by all parties
thereto of all documents examined by us, (ii) that the Bank will have taken all necessary corporate action, Funding
will have taken all necessary limited liability company action, and the Trust will have taken all necessary trust
action, to cause the issuance and sale of the Notes, (iii) that the issuance and
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April 11, 2008
Page 3
sale of the Notes will not be contrary to any applicable law, rule, regulation or order, and (iv) in connection with
the documents of which we have reviewed a form, that all blanks contained in such documents will be properly and
appropriately completed, and optional provisions included in such documents will be properly and appropriately
selected, and as executed, such documents will conform with the forms of the documents reviewed by us.
This opinion is limited to the laws of the State of Delaware and United States of America federal
law, and we have not considered and express no opinion on the laws of any other jurisdiction. Our opinions are
rendered only with respect to Delaware and United States of America federal laws and rules, regulations and orders
thereunder which are currently in effect.
Based upon the foregoing, and upon our examination of such questions of law and statutes as we have
considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set
forth herein, we are of the opinion that, when the Notes have been duly executed, authenticated and delivered in
accordance with the Indenture, paid for, and sold in the manner described in the Registration Statement, any
amendment thereto and the Prospectus and the Prospectus Supplement, the Notes will be legally issued, fully paid,
nonassessable and binding obligations of the Trust, and the holders of the Notes will be entitled to the benefits of
the Indenture. The foregoing opinion is subject to applicable bankruptcy, insolvency, reorganization, arrangement,
fraudulent transfer and conveyance, moratorium and other laws relating to or affecting the rights of creditors
generally, general principles of equity, including, without limitation, concepts of materiality, reasonableness,
good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief,
regardless of whether considered and applied in a proceeding in equity or at law, and safety and soundness
requirements.
We understand that you will file this opinion with the Securities and Exchange Commission as an
exhibit to a Current Report on Form 8-K for incorporation into the Registration Statement. We hereby consent to the
filing of this opinion with the Securities and Exchange Commission. We hereby consent to the use of our name under
the heading "Legal Matters" in the Prospectus. In giving the foregoing consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of the Act, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
WAY/ EL
/s/ Richards, Layton & Finger, P.A.
