BA Credit Card Funding, LLC
November 29, 2021
Page 2
(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 Fourth Amended and Restated Trust Agreement of the Trust, dated as of October 1, 2014, between Funding, as beneficiary and transferor, and the Owner Trustee, and acknowledged and accepted by the Trust and the Bank, as amended by the First Amendment thereto, dated as of December 17, 2015, between Funding, as beneficiary and transferor, and the Owner Trustee, and acknowledged and accepted by the Trust and acknowledged by the Bank;
(g) The Fourth Amended and Restated Indenture, dated as of December 17, 2015 (the “Master Indenture”), between the Trust, as issuer, and The Bank of New York Mellon (formerly known as 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 Third Amended and Restated BAseries Indenture Supplement, dated as of December 17, 2015 (the “Indenture Supplement”), between the Trust, as issuer, and the Indenture Trustee (the Master Indenture, as supplemented by the Indenture Supplement, is hereinafter referred to as the “Indenture”);
(h) The Registration Statement, including a related prospectus (the “Prospectus”);
(i) A certificate of the Trust, dated November 29, 2021, as to certain matters;
(j) A certificate of an officer of Funding, dated November 29, 2021, as to certain matters;
(k) A Certificate of Good Standing for Funding, dated November 29, 2021, obtained from the Secretary of State; and
(l) A Certificate of Good Standing for the Trust, dated November 29, 2021, 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, all of which factual matters we have assumed to be true, complete and accurate in all material respects.