Exhibit 99.1
(212) 455-2000
September 23, 1999
Chase Manhattan Bank USA,
National Association
802 Delaware Avenue
Wilmington, Delaware 19801
Re: Chase Credit Card Master Trust
Asset Backed Certificate and Chase
Credit Card Owner Trust Asset-Backed Notes
Ladies and Gentlemen:
We have acted as counsel for Chase Manhattan Bank USA, National
Association, a banking corporation organized under the laws of the United
States (the "Bank"), in connection with the filing by the Bank, on behalf of
the Chase Credit Card Master Trust (the "Master Trust") and Chase Credit Card
Owner Trust (the "Owner Trust"), with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, (the "1933 Act") of a
Registration Statement on Form S-3, Registration No. 333-74303 (as the same
became effective under the 1933 Act, the "Registration Statement"),
registering both Asset-Backed Certificates representing undivided interests
in certain assets of the Master Trust (the "Certificates") and Asset-Backed
Notes secured by the Certificate (the "Notes"). The Certificates of a
particular Series will be issued pursuant to the Second Amended and Restated
Pooling and Servicing Agreement, dated as of September 1, 1996 (the "Pooling
and Servicing Agreement") among the Bank, The Chase Manhattan Bank and The
Bank of New York, as Trustee (the "Trustee"), and filed as Exhibit 4.1 to the
Registration Statement, and a related Series Supplement to the Pooling and
Servicing Agreement (a "Series Supplement") between the Bank and the Trustee,
substantially in the form filed as Exhibit 4.2 to the Registration Statement.
The Notes will be issued under an Indenture (the "Indenture") between the
Owner Trust and The Bank of New York, as Indenture Trustee.
The Bank proposes to issue and sell, on behalf of the Master
Trust, the series 1999-3 certificate (the "Certificate") and, on behalf of
the Owner Trust, $850,000,000 6.66% Class A Asset Backed Notes, Series 1999-
3, $48,295,000 6.95% Class B Asset Backed Notes, Series 1999-3, and
$67,615,000 Class C Floating Rate Asset Backed Notes, Series 1999-3,
(collectively, the "Notes"). The Certificate will be issued pursuant to the
Pooling and Servicing Agreement and a related Series Supplement. The Notes
will be issued under an Indenture (the "Indenture") between the Owner Trust
and The Bank of New York, as Indenture Trustee.
We have examined the Registration Statement, the Pooling and
Servicing Agreement, the form of Series Supplement (in the form in which we
expect that it will be executed and delivered by the parties thereto) and the
form of the Indenture (in the form in which we expect that it will be
executed and delivered by the parties thereto). We also have examined the
originals, or duplicates or certified or conformed copies, of such records,
agreements, instruments and other documents and have made such other and
further investigations as we have deemed relevant and necessary in connection
with the opinions expressed herein. As to questions of fact material to this
opinion, we have relied upon certificates of public officials and of officers
and representatives of the Bank.
In rendering the opinions set forth below, 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 duplicates or
certified or conformed copies, and the authenticity of the originals of such
latter documents.
We also have assumed that at the time of execution,
authentication, issuance and delivery of the Notes, the Indenture will be the
valid and legally binding obligation of The Bank of New York.
We have assumed further that (1) at the time of execution,
authentication, issuance and delivery of the Notes, the Indenture will have
been duly authorized, executed and delivered by the Owner Trust and (2)
execution, delivery and performance by the Owner Trust of the Indenture and
the Notes will not violate the laws of Delaware or any other applicable laws
(excepting the laws of the State of New York and the Federal laws of the
United States).
Based upon the foregoing, and subject to the qualifications and
limitations set forth herein, we are of the opinion that:
1. The Pooling and Servicing Agreement has been duly
authorized, executed and delivered by the Bank, and assuming that the
Pooling and Servicing Agreement is the valid and legally binding
obligation of the Trustee, the Pooling and Servicing Agreement
constitutes a binding obligation of the Bank.
2. When the Series Supplement relating to the Certificate
has been executed and delivered by each of the Bank and the Trustee,
such Series Supplement will constitute a binding obligation of the
Bank.
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3. When the Certificate has been duly executed and
authenticated in accordance with the terms of the Pooling and
Servicing Agreement and the related Series Supplement and when such
Certificate has been issued and delivered as contemplated by the
Registration Statement, such Certificate will be validly issued, fully
paid and nonassessable and outstanding and entitled to the benefits
provided for by the Pooling and Servicing Agreement and such Series
Supplement.
4. When the Notes have been duly executed, authenticated,
issued and delivered in accordance with the provisions of the
Indenture, and assuming due authentication thereof by the Trustee and
upon payment and delivery in accordance with the Purchase Agreement
relating to the sale of the Notes, the Notes will be fully paid and
nonassessable and will constitute binding obligations of the Owner
Trust.
Our opinions set forth above in paragraphs 1, 2, and 4 are
subject to the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally and general equitable principles (whether
considered in a proceeding in equity or at law).
The statements set forth in the prospectus dated September 21,
1999 (the "Prospectus") under the caption "Tax Matters," insofar as they
purport to constitute summaries of matters of United States federal income
tax law and regulations or legal conclusions with respect thereto, constitute
accurate summaries of the matters described therein in all material respects.
We hereby confirm the opinions expressly set forth under the caption "Tax
Matters" in the Prospectus.
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.
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We hereby consent to the filing of this opinion letter as an
exhibit to the Form 8-K filing by the Bank and to the use of our name under
the captions "Legal Matters" and "Tax Matters" in the Prospectus.
Very truly yours,
SIMPSON THACHER & BARTLETT
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