EXHIBITS 5.1 and 8.1


                      [Letterhead of Mayer, Brown & Platt]


                                  July 5, 2001




WFN Credit Company, LLC
800 Techcenter Drive
Gahanna, OH 43230-5318

Re:      World Financial Network Credit Card Master Note Trust

         We have acted as special counsel for WFN Credit Company, LLC, a
Delaware limited liability company ("WFN LLC"), in connection with the filing by
WFN LLC, as co-registrant, and on behalf of World Financial Network Credit Card
Master Trust ("WFNMT"), as co-registrant, with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), of a
Registration Statement on Form S-3, Registration No. 333-60418 as amended (the
"Registration Statement"), and the related base prospectus, dated as of the date
hereof (the "Base Prospectus") and the forms of prospectus supplements (together
with the Base Prospectus, the "Prospectus"), filed by WFN LLC and WFNMT under
the Act, registering asset-backed notes secured by receivables in a portfolio of
private label credit card accounts and related assets (the "Notes"). The Notes
of a particular Series will be issued pursuant to a Master Indenture between
World Financial Network Credit Card Master Note Trust (the "Trust") and an
indenture trustee (the "Indenture Trustee"), substantially in the form filed as
Exhibit 4.1 to the Registration Statement and a related Indenture Supplement
(the "Indenture Supplement") between the Trust and the Indenture Trustee,
substantially in the form filed as Exhibit 4.2 to the Registration Statement.
Unless otherwise defined herein, all capitalized terms used herein shall have
the meanings assigned to them in the form of Master Indenture.

         We have examined executed copies of the Registration Statement and
forms of the Master Indenture, Indenture Supplement, and Transfer and Servicing
Agreement attached thereto, and such other documents as we have deemed necessary
for the purposes of this opinion (collectively, the "Transaction Documents").

         We have assumed for the purposes of the opinions set forth below that
the Notes will be issued in Series created as described in the Registration
Statement and that the Notes will, at your direction, be sold by the Trust for
reasonably equivalent consideration. We have also assumed that the Transaction
Documents and the Notes will be duly authorized by all necessary corporate
action and that the Notes will be duly issued, executed, authenticated and
delivered in accordance with the provisions of the Transaction Documents. In
expressing our opinion, we have assumed, without independent verification, that
the facts presented in the Transaction Documents are correct, the Transaction
Documents have been or will be consummated according to their terms, and the
factual representations of WFN LLC and its affiliates are correct. In addition,
we have assumed that the parties to each Transaction Document will satisfy their





MAYER, BROWN & PLATT

WFN Credit Company, LLC
May __, 2001
Page 2


respective obligations thereunder. We express no opinion with respect to any
series of Notes for which we do not act as counsel to you.

         The opinion set forth in paragraph 2 of this letter is based upon the
applicable provisions of the Internal Revenue Code of 1986, as amended, Treasury
regulations promulgated and proposed thereunder, current positions of the
Internal Revenue Service (the "IRS") contained in published Revenue Rulings and
Revenue Procedures, current administrative positions of the IRS and existing
judicial decisions. This opinion is subject to the explanations and
qualifications set forth under the caption "Federal Income Tax Consequences" in
the Prospectus. No tax rulings will be sought from the IRS with respect to any
of the matters discussed herein.

         On the basis of the foregoing examination and assumptions, and upon
consideration of applicable law, it is our opinion that:

         1. When each of the Transaction Documents for a series of Notes has
been duly and validly authorized, executed and delivered by each and every party
thereto substantially in the form filed as an exhibit to the Registration
Statement and the Notes of that Series have been duly executed, authenticated,
delivered and sold as contemplated in the Registration Statement, such Notes
will be legally and validly issued and binding obligations of the issuer.

         2. While the Tax Description does not purport to discuss all possible
federal income tax ramifications of the purchase, ownership, and disposition of
the Notes, particularly to U.S. purchasers subject to special rules under the
Internal Revenue Code of 1986, as amended, we hereby adopt and confirm the
opinions set forth in the Prospectus under the heading "Federal Income Tax
Consequences", which discusses the federal income tax consequences of the
purchase, ownership and disposition of the Notes. There can be no assurance,
however, that the tax conclusions presented therein will not be successfully
challenged by the IRS, or significantly altered by new legislation, changes in
IRS positions or judicial decisions, any of which challenges or alterations may
be applied retroactively with respect to completed transactions. We note,
however, that the forms of prospectus supplement filed with the Registration
Statement does not relate to a specific transaction. Accordingly, the above
referenced description of the federal income tax consequences may, under certain
circumstances, require modification when an actual transaction is undertaken.

         We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to this firm under the heading
"Federal Income Tax Consequences" in the Prospectus, without admitting that we
are "experts" within the meaning of the Act or the rules and regulations of the
Commission issued thereunder, with respect to any part of the Registration
Statement, including this exhibit.





MAYER, BROWN & PLATT

WFN Credit Company, LLC
May __, 2001
Page 3


         Our opinion set forth above is 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) and by the
discretion of the court before which any proceeding therefore may be brought.

         We are members of the Bar of the State of Illinois, and we do not
express any opinion herein concerning any law other than the law of the State of
Illinois, the General Corporation Law of Delaware and the Federal law of the
United States.


                                       /s/ Mayer, Brown & Platt


                                       MAYER, BROWN & PLATT

WAL/TAP/LMT