Exhibit 8.1
SKADDEN, ARPS, SLATE, MEAGHER & FLOMLLP ONE MANHATTAN WEST NEW YORK, NY 10001 ———————————— TEL: (212) 735-3000 FAX: (212) 735-2000 www.skadden.com
September 9, 2022 |
FIRM/AFFILIATE OFFICES —————— BOSTON CHICAGO HOUSTON LOS ANGELES PALO ALTO WASHINGTON, D.C. WILMINGTON —————— BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MUNICH PARIS SÃO PAULO SEOUL | |||
To Each Person Listed on Schedule A Hereto | SHANGHAI SINGAPORE | |||
TOKYO TORONTO | ||||
| Re: | Chase Issuance Trust |
CHASEseries Class A(2022-1) Notes |
Ladies and Gentlemen:
We have acted as special U.S. federal income tax counsel to JPMorgan Chase Bank, National Association, a national banking association organized under the laws of the United States (as successor by merger to Chase Bank USA, National Association, the “Bank” or “Our Client”), in connection with the issuance and sale of CHASEseries Class A(2022-1) Notes (the “Notes”) by the Chase Issuance Trust (the “Issuing Entity”) pursuant to the Fourth Amended and Restated Indenture, dated as of January 20, 2016 (as amended from time to time, the “Master Indenture”) as supplemented by the Third Amended and Restated Asset Pool One Supplement, dated as of January 20, 2016 (as amended from time to time, the “Asset Pool One Supplement”), and as supplemented by the Second Amended and Restated CHASEseries Indenture Supplement, dated as of January 20, 2016 (as amended from time to time, the “CHASEseries Indenture Supplement”), and as further supplemented by the Class A(2022-1) Terms Document, dated as of September 16, 2022 (the “Terms Document” and, together with the Master Indenture, the Asset Pool One Supplement and the CHASEseries Indenture Supplement, the “Indenture”); the Receivables Purchase Agreement, dated as of January 20, 2016 (as amended from time to time), between the Bank and Chase Card Funding LLC, a Delaware limited liability company, as transferor (“Chase Card Funding”), the Fourth Amended and Restated Transfer and Servicing Agreement, dated as of January 20, 2016 (as amended from time to time), among the Issuing Entity, Chase Card Funding, as transferor (in such capacity, the “Transferor”), the Bank, as servicer, account owner and administrator, and Wells Fargo Bank, National Association, as indenture trustee and collateral agent; and the Fourth Amended and Restated Trust Agreement, dated as of January 20, 2016 (the “Trust
Each Person Listed
on Schedule A Hereto
September 9, 2022
Page 2 of 4
Agreement”), between Chase Card Funding, as Transferor and beneficiary, and Wilmington Trust Company, as owner trustee for the Issuing Entity.
The Issuing Entity proposes to sell the Notes authenticated and delivered under the Indenture, and the principal terms of which are set forth in the CHASEseries Indenture Supplement, pursuant to the Underwriting Agreement (the “Base Underwriting Agreement”) and the Terms Agreement (the “Terms Agreement” and, together with the Base Underwriting Agreement, the “Underwriting Agreement”), each dated September 9, 2022, and each among J.P. Morgan Securities LLC, as representative of the underwriters named in Schedule I to such Terms Agreement, the Bank, Chase Card Funding and the Issuing Entity.
This opinion is being furnished to you pursuant to Section 8.I(i) of the Underwriting Agreement. The delivery of this opinion is not intended to create, nor shall it create, an attorney-client relationship with you or any other party except Our Client.
In rendering our opinion, we have examined and relied upon (a) the Registration Statement on Form SF-3 (File Nos. 333-239581 and 333-239581-01) filed by Chase Card Funding with the Securities and Exchange Commission under the Securities Act of 1933, as amended, on July 28, 2020 and declared effective pursuant to a Notice of Effectiveness on July 31, 2020, (b) the preliminary prospectus, dated September 6, 2022, relating to the offering of the Notes (the “Preliminary Prospectus”), (c) the final prospectus, dated September 9, 2022, relating to the offering of the Notes (the “Final Prospectus” and, together with the Preliminary Prospectus, the “Prospectus”), (d) the Indenture, (e) the Underwriting Agreement, and (f) such other documents as we have deemed necessary or appropriate as a basis for the opinion set forth below, and we have assumed that the parties to such documents will comply with the terms thereof, that such documents are not amended, and that such documents are enforceable in accordance with their respective terms.
In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified, or photostatic copies, and the authenticity of the originals of such copies. For purposes of this opinion, we have assumed that such documents are duly authorized, valid, and enforceable. Where documents have been provided to us in draft form, we have assumed that the final executed versions of such documents will not differ materially from such drafts. As to any facts material to the opinion expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and have assumed that such statements are complete and accurate without qualification as to knowledge or belief.
Each Person Listed
on Schedule A Hereto
September 9, 2022
Page 3 of 4
Our opinion is based on the Internal Revenue Code of 1986, as amended, Treasury regulations promulgated thereunder, judicial decisions, published positions of the Internal Revenue Service, and such other authorities as we have considered relevant, all as in effect on the date of this opinion and all of which are subject to change or differing interpretations (possibly with retroactive effect). A change in the authorities upon which our opinion is based could affect the conclusions expressed herein. There can be no assurance, moreover, that our opinion will be accepted by the Internal Revenue Service or, if challenged, by a court.
Based upon and subject to the foregoing, and subject to the qualifications, exceptions, assumptions, and limitations contained herein and in the Prospectus, we are of the opinion that, under current U.S. federal income tax law, although the discussion set forth in the Prospectus under the caption “U.S. Federal Income Tax Considerations” does not purport to discuss all possible U.S. federal income tax considerations relating to an investment in the Notes, such discussion constitutes, in all material respects, a fair and accurate summary of the U.S. federal income tax considerations of the ownership and disposition of the Notes.
Except as expressly set forth above, we express no other opinion. This opinion is furnished to you solely for your benefit in connection with the transactions referred to herein and may not be relied upon by any other person without our express written permission. This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal developments or factual matters arising subsequent to the date hereof or the impact of any information, document, certificate, record, statement, representation, or assumption relied upon herein that becomes incorrect or untrue.
| Very truly yours, |
/s/ SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP |
JSS
Schedule A
J.P. Morgan Securities LLC,
as an Underwriter and as Representative
of the Underwriters named in the Terms Agreement
383 Madison Avenue, 8th Floor
New York, New York 10179
S&P Global Ratings
55 Water Street
New York, New York 10041-0003
Fitch Ratings, Inc.
33 Whitehall Street,
New York NY 10004
Wells Fargo Bank, National Association,
c/o Computershare Trust Company, N.A., as agent
600 S. 4th Street, MAC N9300-070
Minneapolis, Minnesota 55415
Wilmington Trust Company,
as Owner Trustee
1100 North Market Street
Wilmington, Delaware 19890-0001
