EXHIBIT 8.2
[PULLMAN & COMLEY LLC LETTERHEAD]
Reply to: Bridgeport
Telephone: (203) 330-2000
March 20, 1998
People's Bank Fitch IBCA, Inc.
850 Main Street One State Street Plaza
Bridgeport, Connecticut 06604 New York, New York 10004
Goldman, Sachs & Co., as Representa- Standard & Poor's Ratings Service
tives of the Class A Underwriters 26 Broadway
and as Class B Underwriters New York, New York 10004
85 Broad Street
New York, New York 10004 Moody's Investors Service, Inc
99 Church Street
Bankers Trust Company New York, New York 10007
Four Albany Street
New York, New York 10006 Lehman Brothers Financial Products Inc.
3 World Financial Center
Credit Lyonnais New York, New York 10285
New York Branch
1301 Avenue of the Americas
New York, New York 10019
RE: PEOPLE'S BANK CREDIT CARD MASTER TRUST
FLOATING RATE CLASS A ASSET BACKED CERTIFICATES, SERIES 1998-1
FLOATING RATE CLASS B ASSET BACKED CERTIFICATES, SERIES 1998-1
--------------------------------------------------------------
Gentlemen and Ladies:
You have requested our opinion as to certain Connecticut income tax
consequences of the issuance of Floating Rate Class A Asset Backed Certificates,
Series 1998-1 and Floating Rate Class B Asset Backed Certificates, Series 1998-1
(collectively, the "Certificates") pursuant to an Amended and Restated Pooling
and Servicing Agreement dated as of March 18, 1997, as amended, supplemented or
otherwise modified from time to time in accordance with its terms, by and
between People's Bank (the "Bank"), as Seller and Servicer, and Bankers Trust
Company, a New York banking corporation, as Trustee on behalf of the holders of
Certificates, as the same is supplemented by the Series 1998-1 Supplement by and
between the same parties
Page 2
and dated as of April 1, 1998 (collectively, the "Pooling and Servicing
Agreement"). Specifically, you have asked us whether the Certificates will be
treated as indebtedness and whether the People's Bank Credit Card Master Trust
(the "Trust") will be disregarded for Connecticut income tax purposes.
In connection with your request, we have been furnished with copies of:
(a) the Registration Statement on Form S-1 (as amended by Amendment No. 1
thereto, the "Registration Statement") relating to the Certificates; (b) the
Pooling and Servicing Agreement; and (c) the opinion of Mayer, Brown & Platt
(upon which we have been authorized to rely) as to certain federal income tax
consequences of the issuance of the Certificates. This opinion is based on those
documents.
Mayer, Brown & Platt has opined that for federal income tax purposes, the
Trust will be disregarded and the Certificates will be characterized as
indebtedness secured by the receivables which are transferred to the Trust. We
assume that opinion to be correct, and based upon that assumption, it is our
opinion that the Trust will be disregarded and the Certificates will be treated
as indebtedness for both the Connecticut income tax applicable to individuals,
trusts and estates and the Connecticut corporation business tax.
Mayer, Brown & Platt has further opined that the issuance of the
Certificates will not adversely affect the federal income tax characterization
of the holder of any outstanding series of asset-backed certificates or any
Certificate Owner (as defined in the Pooling and Servicing Agreement), or result
in the Trust being subject to federal income tax at the entity level. We assume
that opinion to be correct, and based upon that assumption, it is our opinion
that the issuance of the Certificates will likewise not adversely affect the
Connecticut income and corporation business tax characterization of the holder
of any outstanding series of asset-based certificates or any Certificate Owner,
or result in the Trust being subject to Connecticut income tax at the entity
level.
For purposes of each of the Connecticut income and corporation business
taxes, the Connecticut adjusted gross income upon which tax is payable is the
taxpayer's federal adjusted gross income, subject to certain adjustments which
are not relevant in this case. Consequently, the characterization properly
accorded to the Trust and the Certificates for federal income tax purposes will
be determinative for purposes of the Connecticut income and corporation business
taxes.
This opinion is for your use, and may not be relied upon by any other
person without our prior written consent.
Very truly yours,
PULLMAN & COMLEY, LLC
P&C/dc