August 27, 1996
Chase Manhattan Bank USA, N.A.
200 Jericho Quadrangle
Jericho, New York 11759
Chase Manhattan Bank USA, N.A.
802 Delaware Avenue
Wilmington, Delaware 19801
Ladies and Gentlemen:
We have acted as counsel to Chase Manhattan Bank USA, N.A., a
national banking association ("Chase USA (New York)"), and Chase Manhattan
Bank USA, N.A., a national banking association (formerly The Chase
Manhattan Bank (USA)) ("Chase USA (Delaware)") and together with Chase USA
(New York), the "Registrants"), in connection with the filing by the
Registrants with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), of a Registration
Statement on Form S-3, Registration No. 333-7575, and amendment No. 1 to such
Registration Statement filed by the Registrants under the Act (as so amended,
the "Registration Statement"), registering Asset Backed Notes (the "Notes")
and Asset Backed Certificates (the "Certificates") to be issued by one or more
trusts to be formed by one of the Registrants (each, a "Trust") either pursuant
to a Trust Agreement among such Registrant, a special purpose wholly owned
subsidiary of such Registrant (the "General Partner") and the owner trustee
designated thereunder, substantially in the form filed as Exhibit 4.3(C) to
the Registration Statement (the "Trust Agreement"), or a Pooling and Servicing
Agreement between such Registrant, as seller and servicer, and the trustee
designated thereunder, substantially in the form filed as Exhibit 4.1(A) to
the Registration Statement (the "Pooling and Servicing Agreement"). The
Certificates of a particular series will represent undivided interests in
the assets of the related Trust and will be issued pursuant to the Trust
Agreement or the Pooling and Servicing Agreement, as the case may be.
The Notes of a particular series will be issued and secured pursuant to
an Indenture between the related Trust and the indenture trustee
Chase Manhattan Bank USA, N.A. and
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designated thereunder, substantially in the form filed as Exhibit 4.2 to
the Registration Statement (the "Indenture"). The Notes and the
Certificates are hereinafter collectively referred to as the "Offered
Securities."
In that connection, we have examined the forms of Trust Agreement,
Pooling and Servicing Agreement and Indenture. In addition, we have
examined and relied as to matters of fact upon, originals or copies,
certified or otherwise indentified to our satisfaction, of such
corporate records, agreements, documents, and other instruments and such
certificates or comparable documents of public officials and of officers
and representatives of the Registrants, and have made such other and
further investigations, as we have deemed relevant and necessary as a
basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic
copies, and the authenticity of the originals of such latter documents.
In addition, we have assumed that (i) a Prospectus Supplement will have
been prepared and filed with the Commission describing the Offered
Securities; (ii) all Offered Securities issued will be issued and sold
in compliance with applicable federal and state securities laws and
solely in the manner stated in the Registration Statement and the
applicable Prospectus Supplement; and (iii) a definitive purchase,
underwriting or similar agreement with respect to any Offered Securities
will have been duly authorized and validly executed and delivered by the
applicable Registrant and the other parties thereto.
Based upon the foregoing, we are of the opinion that:
1. When a Pooling and Servicing Agreement has been duly
authorized, executed and delivered by the applicable Registrant and
the trustee designated therein, such Pooling and Servicing Agreement
will constitute a valid and legally binding obligation of such
Registrant enforceable against such Registrant in accordance with its
terms.
2. When a Trust Agreement has been duly authorized, executed
and delivered by the applicable Registrant, the General Partner and the
owner trustee designated therein, such Trust Agreement will constitute a
valid and legally binding obligation of such Registrant enforceable
against such Registrant in accordance with its terms.
3. When the issuance and terms of the Certificates of a
particular series have been duly authorized by the applicable
Registrant, when such Certificates
Chase Manhattan Bank USA, N.A. and
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have been duly executed and authenticated in accordance with the
terms of the related Pooling and Servicing Agreement or Trust Agreement,
as the case may be, and when such Certificates have been delivered and
sold in accordance with the provisions of the applicable definitive
purchase, underwriting or similar agreement as contemplated by the
Registration Statement, upon payment of the consideration therefor
provided for therein, such Certificates will be legally issued, fully
paid and non-assessable and outstanding and entitled to the benefits
provided for by the related Pooling and Servicing Agreement or Trust
Agreement, as the case may be.
4. When the related Indenture has been duly qualified under
the Trust Indenture Act of 1939, as amended, the issuance and terms of
the Notes of a particular series have been duly authorized by the
applicable Registrant, when such Notes have been duly executed and
authenticated in accordance with the terms of the related Indenture, and
when such Notes have been delivered and sold in accordance with the
provisions of the applicable definitive purchase, underwriting or
similar agreement as contemplated by the Registration Statement, upon
payment of the consideration therefor provided for therein, such Notes
will constitute valid and legally binding obligations of such
Registrant, enforceable against the Registrant in accordance with its
terms.
Our opinions are subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other
similar laws relating to or affecting creditors' rights generally,
general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair
dealing.
We hereby confirm that the statements set forth in the forms of
prospectus supplements forming a part of the Registration Statement (the
"Prospectus Supplements") under the headings "Certain Federal Income Tax
Consequences" accurately describe the material federal income tax
consequences to holders of the Offered Securities.
We are members of the Bar of the State of New York, and we do
not express any opinion herein concerning any law other than the law of
the State of New York and the Federal law of the United States.
Chase Manhattan Bank USA, N.A. and
Chase Manhattan Bank USA, N.A. -4- August 24, 1996
We hereby consent to the use of our name under the headings
"Certain Federal Income Tax Consequences" and "Legal Matters" in the
Prospectus Supplements forming a part of the Registration Statement and
to the use of this opinion for filing with the Registration Statement as
Exhibit 5.1 thereto.
Very truly yours,
SIMPSON THACHER & BARTLETT