MAYER, BROWN, ROWE & MAW
190 SOUTH LA SALLE STREET
CHICAGO, ILLINOIS 60603-3441
| MAIN TELEPHONE 312-782-0600 MAIN FAX 312-701-7711 |
November 5, 2002
WFN Credit Company, LLC
220 West Schrock Road
Westerville, Ohio 43801
World Financial Network Credit Card Master Trust
800 Techcenter Drive
Gahanna, Ohio 43230
World Financial Network Credit Card Master Note Trust
800 Techcenter Drive
Gahanna, Ohio 43230
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-3 (Registration Nos. 333-60418 and 333-60418-01) of WFN Credit Company, LLC ("WFN"), together with the exhibits thereto (as amended, the "Registration Statement"), registering notes representing debt of the World Financial Network Credit Card Master Note Trust (the "Trust"), and the related Prospectus, dated October 15, 2002, and Prospectus Supplement, dated October 30, 2002 (together, the "Prospectus"), filed by WFN with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, relating to the issuance of $468,000,000 Class A Series 2002-A Asset Backed Notes, $51,000,000 Class B Series 2002-A Asset Backed Notes and $81,000,000 Class C Series 2002-A Asset Backed Notes (the "Series 2002-A Notes"), you have requested our opinion regarding the description of material tax consequences related to the issuance of the Series 2002-A Notes (the "Offering") as described in the Prospectus. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Prospectus.
Brussels, Charlotte, Chicago, Cologne, Frankfurt, Houston, London, Los Angeles, Manchester, New York, Palo Alto, Paris, Washington
INDEPENDENT MEXICO CITY CORRESPONDENT: Jauregui, Navarrete, Nader y Rojas, S.C.
MAYER, BROWN, ROWE & MAW
November 5, 2002
Page 2
Our opinion is based on our examination of the Prospectus, the Master Indenture, dated as of August 1, 2001 (the "Master Indenture"), as supplemented by an Indenture Supplement, dated as of October 31, 2002 (the "Indenture Supplement", and together with the Master Indenture, the "Indenture"), each by and between the Trust and BNY Midwest Trust Company, as indenture trustee (the "Indenture Trustee"), and such other documents, instruments and information as we considered necessary. Our opinion is also based on (i) the assumption that neither the Indenture Trustee nor any affiliate thereof will become either the servicer or the delegee of the servicer; (ii) the assumption that all agreements relating to the creation of the Trust and the issuance and sale of the Series 2002-A Notes will remain in full force and effect; (iii) the assumption that all agreements and documents required to be executed and delivered in connection with the issuance and sale of the Series 2002-A Notes will be so executed and delivered by properly authorized persons in substantial conformity with the drafts thereof as described in the Prospectus and the transactions contemplated to occur under such agreements and documents in fact occur in accordance with the terms thereof; and (iv) currently applicable provisions of the federal income tax laws, including the Internal Revenue Code of 1986, as amended, applicable Treasury Regulations promulgated thereunder, judicial authority and current administrative rulings and practice.
Based on the foregoing, as of the date hereof, we adopt and confirm the statements under the captions "Federal Income Tax Consequences" as our opinion of the material tax consequences of the Offering, to the extent such statements constitute legal conclusions. We know that we are referred to under the caption "Federal Income Tax Consequences" included in the Registration Statement, and we hereby consent to the use of our name therein and to the filing of this opinion as part of WFN's Current Report on Form 8-K, dated on or about November 5, 2002, without admitting we are "experts" within the meaning of the Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this Form 8-K.
| Very truly yours, | ||
/s/ Mayer, Brown, Rowe & Maw Mayer, Brown, Rowe & Maw |
WAL/PK
