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                                                                     Exhibit 8.1

                                  May 31, 2000


Associates Credit Card Receivables Corp.
290 East Carpenter Freeway
Irving, Texas  75062

                  Re:      Associates Credit Card Master Note Trust


Ladies and Gentlemen:

         We have acted as counsel for Associates Credit Card Receivables Corp.,
a Delaware corporation (the "Transferor"), in connection with the preparation of
the Registration Statement on Form S-3, which was filed on January 18, 2000, and
Amendment No. 1 to the Registration Statement on Form S-3, which is being filed
on or about May 31, 2000 (collectively, the "Registration Statement"), in each
case with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Act"), for the registration under the Act of series
(each, a "Series") of Asset Backed Notes (collectively, the "Notes"), each such
Series of Notes representing obligations of the Associates Credit Card Master
Note Trust (the "Trust"). Each Series of Notes will be issued pursuant to the
Amended and Restated Master Indenture, dated as of April 1, 2000 (the "Master
Indenture"), as supplemented by an Indenture Supplement relating to such Series
(each, an "Indenture Supplement"), in each case between the Trust and The Bank
of New York, as Indenture Trustee. The Master Indenture relating to Series of
Notes to be issued by the Trust has been filed as Exhibit 4.1 to the
Registration Statement. The form of Indenture Supplement relating to a Series of
Notes to be issued by the Trust has been filed as Exhibit 4.2 to the
Registration Statement.

         We hereby confirm that the statements set forth in the prospectus
relating to the Notes (the "Prospectus") forming a part of the Registration
Statement under the heading "Federal Income Tax Consequences" and the statements
set forth in the representative form of prospectus supplement relating to the
Notes (the "Prospectus Supplement") forming a part of the Registration Statement
under the heading "Summary of 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, and we
hereby confirm our opinions set forth under such headings.

         We note that the Prospectus and representative form of Prospectus
Supplement do not relate to a specific transaction. Accordingly, the
above-referenced description of federal income



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Associates Credit Card Receivables Corp.
May 31, 2000
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tax consequences and opinions 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 captions "Legal Matters" and "Federal Income Tax
Consequences" in the Prospectus. In giving such consent, we do not admit 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 issued 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