EXHIBIT 8.1
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 tax counsel for Chevy Chase Bank, F.S.B.
(the "Bank"), a federally chartered stock savings bank, and CCB Holding
Corporation, a Delaware corporation that is a wholly owned subsidiary of the
Bank ("CCB Holding" and, together with the Bank, the "Transferors"), in
connection with Registration Statement No. 33-_____ on Form S-3, as 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 (collectively, the "Certificates"),
each such series representing an undivided interest in either Chevy Chase
Master Credit Card Trust ("Trust I") or 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 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, and
was amended by the First Amendment to the Amended and Restated Pooling and
Servicing Agreement, a copy of which was filed by the Bank 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
Chevy Chase Bank, F.S.B.
CCB Holding Corporation
October 23, 1996
Page 2
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") were filed
with Registration Statement No. 33-92180 as Exhibits 4.4 and 4.5, 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 Holdings, 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, and 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 exhibits are incorporated by reference into the
Registration Statement as Exhibit 4.10 and Exhibit 4.11. Terms used herein
and not defined herein shall have the meaning set forth in the Trust I
Pooling and Servicing Agreement or the Trust II Pooling and Servicing
Agreement, as applicable.
We hereby confirm that the Statements set forth in the prospectus
relating to the Certificates offered by the Prospectus for Trust I (the
"Trust I Prospectus") and in the prospectus relating to the Certificates
offered by the Prospectus for Trust II (the "Trust II Prospectus" and,
together with the Trust I Prospectus, the "Prospectus") forming a part of the
Registration Statement under the heading "Tax Matters," with respect to the
Trust I Prospectus, and "Federal Income Tax Consequences," with respect to
the Trust II Prospectus, and the statements set forth in each of the forms of
prospectus supplements relating to the Certificates offered by the Prospectus
(collectively, the "Prospectus Supplement") forming a part of the
Registration Statement under the heading "Summary of Series Terms - Tax
Status," which statements have been prepared by us, to the extent that they
constitute matters of law or legal conclusions with respect thereto, are
correct in all material respects.
We note that the forms of Prospectus and Prospectus Supplement do
not relate to a specific transaction. Accordingly, the above-referenced
description of federal income tax consequences may, under certain
circumstances, require modification in the context of an actual transaction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to Orrick,
Herrington & Sutcliffe LLP under the
Chevy Chase Bank, F.S.B.
CCB Holding Corporation
October 23, 1996
Page 3
captions "Legal Matters" and "Tax Matters" in the Trust I Prospectus and "Legal
Matters" and "Certain Federal Income Tax Consequences" in the Trust II
Prospectus. In giving such consent, we do not consider that we are "experts,"
within the meaning of the term used in the Act or the rules and regulations of
the Securities and Exchange Commission promulgated thereunder, with respect to
any part of the Registration Statement, including this opinion as an exhibit or
otherwise.
Very truly yours,
/s/ Orrick, Herrington & Sutcliffe LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP