Exhibit 8.2
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 ON FORM S-3 (FILE NO. 33-_____)
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, 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
Chevy Chase Bank, F.S.B.
CCB Holding Corporation
October 23, 1996
Page 2
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 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 Supplement") 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, 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
hereof, 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
Chevy Chase Bank, F.S.B.
CCB Holding Corporation
October 23, 1996
Page 3
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 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 filling of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to Shaw, Pittman,
Potts & Trowbridge under the 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/ Shaw, Pittman, Potts & Trowbridge
SHAW, PITTMAN, POTTS & TROWBRIDGE