Exhibit 99.5
March 1, 2002
To the Addressees Listed
On Schedule A attached hereto
Ladies and Gentlemen:
We have acted as tax counsel for Chase Manhattan Bank USA, National
Association, a national banking association organized under the laws of the
United States (the "Transferor"), in connection with the Second Amendment,
dated as of March 1, 2002 (the "Amendment"), to the Third Amended and Restated
Pooling and Servicing Agreement, dated as of November 15, 1999 (the
"Agreement"), by and among the Transferor, as transferor on and after June 1,
1996, JPMorgan Chase Bank, a New York banking corporation (formerly known as
The Chase Manhattan Bank), as transferor prior to June 1, 1996 and as
Servicer, and The Bank of New York, a New York banking corporation, solely as
trustee acting on behalf of the Chase Credit Card Master Trust (the "Master
Trust") and not in its individual capacity.
The opinions below are given pursuant to the requirement of Section
13.1 of the Third Amended and Restated Pooling and Servicing Agreement.
All capitalized terms used in this opinion letter and not otherwise
defined herein shall have the meaning assigned to such terms in the Agreement.
In delivering this opinion, we have reviewed the Agreement and such
other documents, papers, statutes and authorities as we have deemed necessary
to form the basis for the opinions expressed herein. In our examination of
such material, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as originals and the conformity to original documents of copies of documents
submitted to us. In addition, we have assumed that (i) the Transferor has not
made and will not make any election to treat the Master Trust as an
association taxable as a corporation for U.S. federal income tax purposes and
(ii) no outstanding series of Certificates or Notes is or has ever been in
default.
On the basis of the foregoing, we are of the opinion that, for U.S.
federal income tax purposes:
(i) the Amendment will not adversely affect the tax
characterization as debt of the Class A 6.23% Asset Backed
Certificates, Series 1995-3, the Class B 6.39% Asset Backed
Certificates, Series 1995-3, the Class A Floating Rate Asset Backed
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Certificates, Series 1995-4, the Class B Floating Rate Asset Backed
Certificates, Series 1995-4, the Class A 5.98% Asset Backed
Certificates, Series 1996-2, the Class B 6.16% Asset Backed
Certificates, Series 1996-2, the Class A 7.09% Asset Backed
Certificates, Series 1996-3, the Class B 7.27% Asset Backed
Certificates, Series 1996-3, the Class A Floating Rate Asset Backed
Certificates, Series 1996-4, the Class B Floating Rate Asset Backed
Certificates, Series 1996-4, the Class A Floating Rate Asset Backed
Certificates, Series 1997-1, the Class B Floating Rate Asset Backed
Certificates, Series 1997-1, the Class A Floating Rate Asset Backed
Certificates, Series 1997-4, the Class B Floating Rate Asset Backed
Certificates, Series 1997-4, the Class A 6.194% Asset Backed
Certificates, Series 1997-5, the Class B 6.388% Asset Backed
Certificates, Series 1997-5, the Class A-1 Floating Rate Fungible
Asset Backed Certificates, Series 1998-1, the Class A-2 Floating
Rate Fungible Asset Backed Certificates, Series 1998-1, the Class
A-3 Floating Rate Fungible Asset Backed Certificates, Series 1998-1,
the Class B Floating Rate Asset Backed Certificates, Series 1998-1,
the Class A 6.00% Asset Backed Certificates, Series 1998-3, the
Class B 6.15% Asset Backed Certificates, Series 1998-3, the Class A
Floating Rate Asset Backed Certificates, Series 1998-4, the Class B
Floating Rate Asset Backed Certificates, Series 1998-4, the Class A
Floating Rate Asset Backed Certificates, Series 1998-5, the Class B
Floating Rate Asset Backed Certificates, Series 1998-5, the Class A
Floating Rate Asset Backed Certificates, Series 1998-6, the Class B
Floating Rate Asset Backed Certificates, Series 1998-6, the Class A
Floating Rate Asset Backed Certificates, Series 1999-1, the Class B
Floating Rate Asset Backed Certificates, Series 1999-1, the Class A
Floating Rate Asset Backed Certificates, Series 1999-2 or the Class
B Floating Rate Asset Backed Certificates, Series 1999-2
(collectively the "Certificates"), the Class A 6.66% Asset Backed
Notes, Series 1999-3, the Class B 6.95% Asset Backed Notes, Series
1999-3, the Class C Floating Rate Asset Backed Notes, Series 1999-3,
the Class A Floating Rate Asset Backed Notes, Series 2000-1, the
Class B Floating Rate Asset Backed Notes, Series 2000-1, the Class C
Floating Rate Asset Backed Notes, Series 2000-1, the Class A
Floating Rate Asset Backed Notes, Series 2000-2, the Class B
Floating Rate Asset Backed Notes, Series 2000-2, the Class C
Floating Rate Asset Backed Notes, Series 2000-2, the Class A
Floating Rate Asset Backed Notes, Series 2000-3, the Class B
Floating Rate Asset Backed Notes, Series 2000-3, the Class C
Floating Rate Asset Backed Notes, Series 2000-3, the Class A
Floating Rate Asset Backed Notes, Series 2001-1, the Class B
Floating Rate Asset Backed Notes, Series 2001-1, the Class C
Floating Rate Asset Backed Notes, Series 2001-1, the Class A
Floating Rate Asset Backed Notes, Series 2001-2, the Class B
Floating Rate Asset Backed Notes, Series 2001-2, the Class C
Floating Rate Asset Backed Notes, Series 2001-2, the Class A
Floating Rate Asset Backed Notes, Series 2001-3, the Class B
Floating Rate Asset Backed Notes, Series 2001-3, the Class C
Floating Rate Asset Backed Notes, Series 2001-3, the Class A 5.5%
Asset Backed Notes, Series 2001-4, the Class B Floating Rate Asset
Backed Notes, Series 2001-4, the Class C Floating Rate Asset Backed
Notes, Series 2001-4, the Class A Floating Rate Asset Backed Notes,
Series
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2001-5, the Class B Floating Rate Asset Backed Notes, Series 2001-5,
the Class C Floating Rate Asset Backed Notes, Series 2001-5, the
Class A Floating Rate Asset Backed Notes, Series 2001-6, the Class B
Floating Rate Asset Backed Notes, Series 2001-6 or the Class C
Floating Rate Asset Backed Notes, Series 2001-6 (collectively, the
"Notes");
(ii) following the effective date of the Amendment, the
Master Trust will not be deemed to be an association or a "publicly
traded partnership" (within the meaning of section 7704(b) of the
Internal Revenue Code of 1986, as amended (the "Code"), taxable as a
corporation; and
(iii) the Amendment will not cause or constitute a taxable
event in which gain or loss would be recognized by the Master Trust
or the holder of any Investor Certificate or Note.
We express no opinion with respect to the transactions referred to
herein other than as expressly set forth herein. Our opinions are not binding
on the Internal Revenue Service, which could disagree with the opinions
expressed herein. Although we believe that the opinions we express herein
would be sustained if challenged, there can be no assurance that this will be
the case.
Our opinions are based upon the Code, the Treasury regulations
promulgated thereunder, and other relevant authorities and law, all as in
effect on the date hereof. Consequently, future changes in the law may cause
the tax treatment of the transactions referred to herein to be materially
different from that described above.
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 federal law of
the United States.
This opinion letter is rendered to each of the addressees in
connection with the above described transaction. This opinion letter may not
be relied upon by any such addressee for any other purpose, or relied upon by,
or furnished to, any other person, firm or corporation without our prior
written consent.
Very truly yours,
/s/ Simpson Thacher & Bartlett
SIMPSON THACHER & BARTLETT
Schedule A to the Tax Opinion
Dated March 1, 2002 with respect to the
Second Amendment to the Third Amended and
Restated Pooling and Servicing Agreement
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