Exhibit 5.1
October 23, 1996
Chevy Chase Bank, F.S.B.
8401 Connecticut Avenue
Chevy Chase, Maryland 20815
CCB Holding Corporation
913 North Market Street
Suite 405
Wilmington, Delaware 19801
RE: CHEVY CHASE MASTER CREDIT CARD TRUST AND
CHEVY CHASE MASTER CREDIT CARD TRUST II
ASSET BACKED CERTIFICATES
REGISTRATION STATEMENT NO. 33-_____ ON FORM S-3
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Ladies and Gentlemen:
We have acted as special counsel for Chevy Chase Bank, F.S.B., a federally
chartered stock savings bank (the "Bank"), and CCB Holding Corporation, a
Delaware corporation that is a wholly owned subsidiary of the Bank ("CCB," and
together with the Bank, the "Transferors"), in connection with Registration
Statement No. 33-______ on Form S-3 filed with the Securities and Exchange
Commission (the "Commission") on October 23, 1996 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Act"), for the
registration under the Act of series (each, a "Series") of Asset Backed
Certificates or one or more classes (each a "Class") of any such Series
(collectively, the "Certificates"), each such Series representing an
undivided interest in either the Chevy Chase Master Credit Card Trust ("Trust
I") or the Chevy Chase Master Credit Card Trust II ("Trust II," and together
with Trust I, the "Trusts").
Each Series of Certificates issued by Trust I hereafter will be issued
pursuant to an Amended and Restated Pooling and Servicing Agreement between
the Bank, as seller and servicer (the "Seller"), and Bankers Trust Company,
as trustee, as amended from time to time pursuant to the terms thereof, and
the applicable Trust I Supplement (as defined below). Such Amended and
Restated Pooling and Servicing Agreement was
Chevy Chase Bank, F.S.B.
CCB Holding Corporation
October 23, 1996
Page 2
filed with the Commission on August 9, 1994 as Exhibit 4 to Form 8-A, which
exhibit is incorporated by reference into the Registration Statement as
Exhibit 4.1, was amended by the First Amendment to the Amended and Restated
Pooling and Servicing Agreement, a copy of which was filed with the
Commission on November 4, 1994 as Exhibit 4.4 to Form 8-A, which exhibit is
incorporated by reference into the Registration Statement as Exhibit 4.2, was
further amended by the Second Amendment to the Amended and Restated Pooling
and Servicing Agreement, a copy of which was filed with the Commission on
August 21, 1996 as Exhibit 4.13 to Form 8-K, which exhibit is incorporated by
reference into the Registration Statement as Exhibit 4.3, and was further
amended by the Third Amendment to the Amended and Restated Pooling and
Servicing Agreement, a copy of which was filed with the Commission on August
21, 1996 as Exhibit 4.14 to Form 8-K, which exhibit is incorporated by
reference into the Registration Statement as Exhibit 4.4. The Amended and
Restated Pooling and Servicing Agreement, as amended from time to time
pursuant to the terms thereof, is referred to herein as the "Trust I Pooling
and Servicing Agreement." The forms of Series Supplements relating to the
Series of Certificates to be issued by Trust I (the "Trust I Supplements")
consist of two versions. These versions are attached as Exhibits 4.4 and 4.5
to Registration Statement No. 33-92180, which exhibits are incorporated by
reference into the Registration Statement as Exhibits 4.5 and 4.6.
Each Series of Certificates issued by Trust II will be issued pursuant
to a Pooling and Servicing Agreement among the Bank, as transferor and
servicer, CCB, as transferor, and Bankers Trust Company, as trustee, as
amended from time to time pursuant to the terms thereof, and the applicable
Trust II Supplement (as defined below). Such Pooling and Servicing Agreement
is attached as Exhibit 4.10 to the Form 8-A filed with the Commission on July
17, 1995, which exhibit is incorporated by reference into the Registration
Statement as Exhibit 4.7, was amended by the First Amendment to the Pooling
and Servicing Agreement, a copy of which was filed with the Commission on
August 21, 1996 as Exhibit 4.5 to Form 8-K, which exhibit is incorporated by
reference into the Registration Statement as Exhibit 4.8, and was further
amended by the Second Amendment to the Pooling and Servicing Agreement, a
copy of which was filed with the Commission on August 21, 1996 as Exhibit 4.6
to Form 8-K, which exhibit is incorporated by reference into the Registration
Statement as Exhibit 4.9. The Pooling and Servicing Agreement, as amended from
time to time pursuant to the terms thereof, is referred to herein as the
"Trust II Pooling and Servicing Agreement," and together with the Trust I
Pooling and Servicing Agreement, the "Pooling and Servicing Agreements." The
forms of Series Supplements relating to the Series of Certificates to be
issued by Trust II (the "Trust II Supplements", and together with the Trust I
Supplements, the "Supplements") were filed as Exhibit 4.7 and Exhibit 4.8 to
Registration Statement No. 33-92180, which are incorporated by reference into
the Registration Statement as Exhibit 4.10 and Exhibit 4.11.
We have examined and are familiar with originals, or copies certified or
otherwise identified to our satisfaction, of (i) the federal stock charter
(in the case of the Bank) and the certificate of incorporation (in the case
of CCB) and bylaws of the Transferors, (ii) certain resolutions of the Boards
of Directors or duly authorized committees thereof of the Transferors, (iii)
each Pooling and Servicing Agreement and the form of each Supplement filed
with the Commission (including the forms of Certificate attached as exhibits
thereto) and (iv) such other documents as we have deemed necessary or
appropriate as a basis for the opinion set forth below. In our 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, photostatic or facsimile copies and the authenticity
Chevy Chase Bank, F.S.B.
CCB Holding Corporation
October 23, 1996
Page 3
of the originals of such copies. As to any facts material to the opinion set
forth below, we have relied upon statements and representations of officers and
other representatives of the Transferors.
Based on the foregoing, it is our opinion that:
1. When a Trust I Supplement pertaining to a Series of Certificates has
been duly executed and delivered by the parties thereto, such Trust I
Supplement, taken together with the Trust I Pooling and Servicing Agreement,
upon due authorization by the Seller, will constitute the valid and binding
obligation of the Seller, enforceable against the Seller in accordance with
its terms, subject, as to enforcement, to (a) the effect of bankruptcy,
insolvency, reorganization, moratorium, receivership, conservatorship,
fraudulent conveyance, fraudulent transfer or other similar laws, regulations
or procedures of general applicability relating to or affecting creditors' or
obligees' rights generally or the rights of creditors or obligees of
federally chartered savings banks, the deposits of which are insured by the
Federal Deposit Insurance Corporation, and (b) general principles of equity
and the discretion of the court (regardless of whether enforceability is
considered in a proceeding in equity or at law).
2. When a Trust II Supplement pertaining to a Series of Certificates
has been duly executed and delivered by the parties thereto, such Trust II
Supplement, taken together with the Trust II Pooling and Servicing Agreement,
upon due authorization by the Transferors, will constitute the valid and
binding obligation of the Transferors, enforceable against the Transferors in
accordance with its terms, subject, as to enforcement, to (a) the effect of
bankruptcy, insolvency, reorganization, moratorium, receivership,
conservatorship, fraudulent conveyance, fraudulent transfer or other similar
laws, regulations or procedures of general applicability relating to or
affecting creditors' or obligees' rights generally or the rights of creditors
or obligees of federally chartered savings banks, the deposits of which are
insured by the Federal Deposit Insurance Corporation, or subsidiaries thereof
and (b) general principles of equity and the discretion of the court
(regardless of whether enforceability is considered in a proceeding in equity
or at law).
3. With respect to Trust I, when Certificates of a Series (or a Class or
Classes thereof) registered under the Registration Statement have been duly
executed by the Seller and countersigned and delivered by the Trustee, in
accordance with the Trust I Pooling and Servicing Agreement and the applicable
Trust I Supplement, against payment of the consideration therefor specified in
the applicable Underwriting Agreement, a form of which is attached as Exhibit 1
to Registration Statement No. 33-74802, which exhibit is incorporated by
reference into the Registration Statement as Exhibit 1.1, such Certificates,
upon due authorization by the Seller of their issuance, execution, sale and
delivery, will be legally issued, fully paid and nonassessable and will be
entitled to the benefits of the Trust I Pooling and Servicing Agreement and the
applicable Trust I Supplement.
Chevy Chase Bank, F.S.B.
CCB Holding Corporation
October 23, 1996
Page 4
4. With respect to Trust II, when Certificates of a Series (or a Class
or Classes thereof) registered under the Registration Statement have been
duly executed by the Transferors and countersigned and delivered by the
Trustee, in accordance with the Trust II Pooling and Servicing Agreement and
the applicable Trust II Supplement, against payment of the consideration
therefor specified in the applicable Underwriting Agreement, a form of which
is attached as Exhibit 1.2 to Registration Statement No. 33-92180, which
exhibit is incorporated by reference into the Registration Statement as
Exhibit 1.2, such Certificates, upon due authorization by the Transferors of
their issuance, execution, sale and delivery, will be legally issued, fully
paid and nonassessable and will be entitled to the benefits of the Trust II
Pooling and Servicing Agreement and the applicable Trust II Supplement.
We do not express any opinion herein concerning any law other than the
laws of the State of Delaware and the federal law of the United States
(excluding the choice of law provisions thereof).
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to Shaw, Pittman,
Potts & Trowbridge under the caption "Legal Matters" in each prospectus
supplement relating to Certificates of a Series (or a Class or Classes thereof)
registered under the Registration Statement in which we are designated as
special counsel for either the Bank or CCB.
Very truly yours,
/s/ Shaw, Pittman, Potts & Trowbridge
SHAW, PITTMAN, POTTS & TROWBRIDGE