EXHIBIT 5.1
[Letterhead of Citigroup Inc.]
Citigroup Inc.
425 Park Avenue
New York, NY 10043
December 22, 2004
Citibank Credit Card Issuance Trust
c/o Citibank (South Dakota), National Association,
as Managing Beneficiary
701 East 60th Street, North
Mail Code 1251
Sioux Falls, South Dakota 57117
Citibank Credit Card Master Trust I
c/o Citibank (South Dakota), National Association,
as Servicer
701 East 60th Street, North
Sioux Falls, South Dakota 57117
Citibank (South Dakota), National Association
701 East 60th Street, North
Sioux Falls, South Dakota 57117
Citibank (Nevada), National Association
8725 West Sahara Avenue
Las Vegas, Nevada 89163
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
I am the General Counsel for Capital Markets of Citigroup Inc. I have acted
as counsel to Citibank (South Dakota), National Association ("Citibank (South
Dakota)"), Citibank (Nevada), National Association ("Citibank (Nevada)" and,
together with Citibank (South Dakota), the "Banks"), Citibank Credit Card
Issuance Trust (the "Issuance Trust") and Citibank Credit Card Master Trust I
(the "Master Trust") in connection with the filing on the date hereof by such
persons with the Securities and Exchange Commission (the "Commission") of
Amendment No. 1 to Registration Statement on Form S-3 (the "Registration
Statement") registering under the Securities Act of 1933, as amended (the
"Act"), both a collateral certificate representing an undivided interest in
certain assets of the Master Trust (the "Collateral Certificate") and series of
notes secured by the Collateral Certificate (the "Notes").
The Collateral Certificate has been issued pursuant to the Amended and
Restated Pooling and Servicing Agreement dated as of October 5, 2001, as amended
by Amendment No. 1 thereto dated as of December 31, 2003 (as so amended, the
"Pooling and Servicing Agreement"), among Citibank (South Dakota), as Seller and
Servicer, Citibank (Nevada), as Seller, and Deutsche Bank Trust Company Americas
(formerly Bankers Trust Company), as Trustee (the "Master
Citibank Credit Card Issuance Trust
Citibank Credit Card Master Trust I
Citibank (South Dakota), National Association
Citibank (Nevada), National Association
Page 2
Trust Trustee"), which are incorporated by reference as Exhibit 4.4 and Exhibit
4.5, respectively, to the Registration Statement, and a related Series
Supplement dated as of September 26, 2000 to the Pooling and Servicing Agreement
(the "Series Supplement") among Citibank (South Dakota), as Seller and Servicer,
Citibank (Nevada), as Seller, and the Master Trust Trustee, which is
incorporated by reference as Exhibit 4.3 to the Registration Statement. The
Notes will be issued under an Indenture dated as of September 26, 2000 between
the Issuance Trust and Deutsche Bank Trust Company Americas (formerly Bankers
Trust Company), as Trustee (the "Indenture Trustee"), which is incorporated by
reference as Exhibit 4.1 to the Registration Statement, as amended by Amendment
No. 1 thereto, which is incorporated by reference as Exhibit 4.2 to the
Registration Statement (as so amended, the "Indenture").
I, or attorneys under my supervision, have examined and am familiar with
originals, or copies certified or otherwise identified to my satisfaction, of
such corporate records, certificates or documents as I have deemed appropriate
as a basis for the opinions expressed below. In such examination, I (or such
persons) have assumed the legal capacity of all natural persons, the genuineness
of all signatures, the authenticity of all documents submitted to me (or such
persons) as originals, the conformity to original documents of all documents
submitted to me (or such persons) as certified or photostatic copies and the
authenticity of the originals of such copies.
Based upon and subject to the foregoing and assuming that (i) the
Registration Statement and any amendments thereto (including post-effective
amendments) will have become effective and comply with all applicable laws at
the time the Notes are offered or issued as contemplated by the Registration
Statement; (ii) a Prospectus Supplement will have been prepared and filed with
the Commission describing the Notes offered thereby and will comply with all
applicable laws; (iii) all Notes will be issued and sold in compliance with
applicable federal and state laws and in the manner stated in the Registration
Statement and the appropriate Prospectus Supplement; (iv) a definitive
underwriting, selling agent, purchase or similar agreement and any other
necessary agreement with respect to Notes offered or issued will have been duly
authorized and validly executed and delivered by the parties thereto; (v) the
Notes will be sold and delivered at the price and in accordance with the terms
of such agreement and as set forth in the Registration Statement and the
Prospectus Supplement(s) referred to therein, (vi) the Issuance Trust will
authorize the issuance of the Notes and the terms and conditions thereof and
will take all other appropriate additional action, (vii) each of the Banks has
taken all other appropriate action in connection with the authorization and
issuance of the Collateral Certificate, (viii) at the time of execution,
authentication, issuance and delivery of the Collateral Certificate, the related
Series Supplement was duly authorized, executed and delivered by the Master
Trust Trustee, (ix) at the time of execution, authentication, issuance and
delivery of the Notes, the Indenture will have been duly authorized, executed
and delivered by the Issuance Trust and the Indenture Trustee, and (x) the
Indenture and the Indenture Trustee have been duly qualified under the Trust
Indenture Act of 1939, I am of the opinion that:
Citibank Credit Card Issuance Trust
Citibank Credit Card Master Trust I
Citibank (South Dakota), National Association
Citibank (Nevada), National Association
Page 3
1. The Pooling and Servicing Agreement has been duly authorized, executed
and delivered by each of the Banks, and assuming due authorization,
execution and delivery by the Master Trust Trustee, the Pooling and
Servicing Agreement constitutes binding obligations of the Banks.
2. The Series Supplement relating to the Collateral Certificate has been
duly authorized, executed and delivered by each of the Banks, and
assuming due authorization, execution and delivery by the Master Trust
Trustee, such Series Supplement constitutes binding obligations of the
Banks.
3. The Collateral Certificate has been duly authorized, executed and
delivered by each of the Banks in accordance with the Pooling and
Servicing Agreement and the applicable Series Supplement, and the
Collateral Certificate is validly issued, fully paid and
non-assessable, and entitled to the benefits provided by the Pooling
and Servicing Agreement and the applicable Series Supplement.
4. When the Notes have been duly executed, authenticated, issued and
delivered in accordance with the provisions of the Indenture, the
Notes will be validly issued, fully paid, non-assessable and binding
obligations of the Issuance Trust, and the holders of the Notes will
be entitled to the benefits of the Indenture.
Insofar as my opinion relates to the validity, binding effect or
enforceability of any agreement or obligation, it is subject to applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
other similar laws affecting creditors' rights generally from time to time in
effect and subject to general principles of equity, regardless of whether such
is considered in a proceeding in equity or at law.
My opinion is limited to matters governed by the Federal laws of the United
States of America, the laws of the State of New York and the General Corporation
Law of the State of Delaware (including the applicable provisions of the
Delaware Constitution and the reported judicial decisions interpreting the
General Corporation Law of the State of Delaware and such applicable provisions
of the Delaware Constitution). I am not admitted to the practice of law in the
State of Delaware.
Citibank Credit Card Issuance Trust
Citibank Credit Card Master Trust I
Citibank (South Dakota), National Association
Citibank (Nevada), National Association
Page 4
I consent to the use of this opinion in the Registration Statement and to
the reference to my name in the Prospectus constituting a part of such
Registration Statement under the heading "Legal Matters". In giving such
consent, I do not thereby admit that I come within the category of persons whose
consent is required under Section 7 of the Act, or the rules and regulations of
the Commission thereunder.
Very truly yours,
/s/ John R. Dye
John R. Dye