Exhibit 8.1


                         [Letterhead of Kutak Rock LLP]

                                October 18, 2002

First National Funding LLC
1620 Dodge Street
Omaha, NE 68102

    Re: First National Master Note Trust, Series 2002-1 Asset Backed Notes


Ladies and Gentlemen:

In connection with the Registration Statement on Form S-3 (Registration Nos.
333-86574-00 and 333-86574-01) of First National Funding LLC (the "LLC") and
First Bankcard Master Credit Card Trust (the "Master Trust") (collectively, the
LLC and the Master Trust are referred to herein as the "Co-Registrants"),
together with the exhibits thereto, as amended (the "Registration Statement"),
registering notes representing debt of First National Master Note Trust (the
"Trust"), and the related Prospectus, dated October 16, 2002, and Prospectus
Supplement, dated October 16, 2002 (together, the (Prospectus"), filed by the
Co-Registrants with the Securities and Exchange Commission (the "Commission")
pursuant to Rule 424 (b) under the Securities Act of 1933, as amended (the
"Act"), relating to the issuance of $332,000,000 Class A Series 2002-1 Asset
Backed Notes, $31,000,000 Class B Series 2002-1 Asset Backed Notes and
$37,000,000 Class C Series 2002-1 Asset Backed Notes (the "Series 2002-1
Notes"), you have requested our opinion regarding the description of material
tax consequences related to the issuance of the Series 2002-1 Notes (the
"Offering") as described in the Prospectus. Capitalized terms not otherwise
defined herein have the meanings ascribed to them in the Prospectus. This
opinion letter is furnished in accordance with the requirements of Item 16 of
Form S-3 and Item 601(b)(8) of Regulation S-K.

Our opinion is based on our examination of the Prospectus, the Master Indenture,
dated as of October 24, 2002 (the "Master Indenture"), as supplemented by an
Indenture Supplement, dated as of October 24, 2002 (the "Indenture Supplement",
and together with the Master Indenture, the "Indenture"), each by and between
the Trust and The Bank of New York, as indenture trustee (the "Indenture
Trustee"), and such other documents, instruments and information as we
considered necessary. Our opinion is also based on (i) the assumption that
neither the Indenture Trustee nor any affiliate thereof will become either the
servicer or the delegee of the servicer; (ii) the assumption that all agreements
relating to the creation of the Trust and the issuance and sale of the Series
2002-1 Notes will remain in full force and effect; (iii) the assumption that all
agreements and documents required to be executed and delivered in connection
with the issuance and sale of the Series 2002-1 Notes will be so executed and
delivered by properly authorized persons in substantial conformity with the
drafts thereof as described in the Prospectus and the transactions contemplated
to occur under such agreements and documents in fact occur in accordance with
the terms thereof; and (iv) currently applicable provisions of the federal
income tax laws including the Internal Revenue Code of 1986, as amended,
applicable Treasury



Regulations promulgated thereunder, judicial authority and current
administrative rulings and practice.

Based on the foregoing, as of the date hereof, we adopt and confirm the opinions
set forth in the Prospectus under the heading "Federal Income Tax Consequences,"
which discusses the federal income tax consequences of the purchase, ownership
and disposition of the Series 2002-1 Notes.

We hereby consent to the filing of this opinion letter as an exhibit to the
Co-Registrants Current Report on Form 8-K, dated on or about October 18, 2002
and to the references to this firm under the headings "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 Act or the rules
and regulations of the Commission issued thereunder, with respect to any part of
the Registration Statement or Prospectus, including this opinion letter as an
exhibit or otherwise.


                                        Very truly yours,

                                        /s/ Kutak Rock LLP

                                        KUTAK ROCK LLP