Exhibit 5.1
November 7, 2003
First National Funding LLC
1620 Dodge Street
Omaha, NE 68102
Re: First National Master Note Trust, Series 2003-2 Asset Backed Notes
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-3
(Registration Nos. 333-106732-00 and 333-106732-01) 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 November 4,
2003, and Prospectus Supplement, dated November 4, 2003 (collectively, 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 $411,250,000 Class
A Series 2003-2 Asset Backed Notes, $40,000,000 Class B Series 2003-2 Asset
Backed Notes and $48,750,000 Class C Series 2003-2 Asset Backed Notes (the
"Series 2003-2 Notes"). The Series 2003-2 Notes will be issued pursuant to the
Master Indenture, dated as of October 24, 2002 (the "Master Indenture"), a copy
of which is included as Exhibit 4.1 to the Form 8-K filed with the Commission on
November 4, 2002, as supplemented by an Indenture Supplement, dated as of
November 17, 2003 (the "Indenture Supplement", and together with the Master
Indenture, the "Indenture"), a copy of the form of which is included as Exhibit
4.2 to the Registration Statement, and the specific terms of which are
summarized in the Prospectus, each by and between the Trust and The Bank of New
York, as indenture trustee (the "Indenture Trustee"). We are familiar with the
proceedings taken by the LLC as transferor in connection with the authorization
of the issuance and sale of the Series 2003-2 Notes, and have examined such
documents and such questions of law and fact as we have deemed necessary in
order to express the opinion hereinafter stated. This opinion letter is
furnished in accordance with the requirements of Item 16 of Form S-3 and Item
601(b)(5)(i) of Regulation S-K.
November 7, 2003
Page 2
We are opining herein as to the effect on the subject transactions of only
United States federal law and the laws of the State of Nebraska, and we express
no opinion with respect to the applicability thereto or the effect thereon of
the laws of any other jurisdiction or as to any matters of municipal law or the
laws of any local agencies within any state.
Based on the foregoing, we are of the opinion, as of the date hereof, that the
Series 2003-2 Notes, upon issuance and sale thereof in the manner described in
the Prospectus and as provided in the Indenture, will be legally issued and
binding obligations of the Trust, subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally and general equitable
principles, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing and the possible unavailability of
specific performance or injunctive relief, regardless of whether considered in a
proceeding in equity or at law and the discretion of the court before which any
proceeding therefore may be brought.
In rendering our opinion, we have assumed that, upon or prior to the issuance
and sale of the Series 2003-2 Notes, (i) the Indenture Supplement will be duly
authorized, executed and delivered by the parties thereto, (ii) all documents
required to be executed and delivered in connection with the issuance and sale
of the Series 2003-2 Notes will be so executed and delivered by properly
authorized persons, and (iii) the purchase price for the Series 2003-2 Notes
will be paid to the LLC by the various underwriters named in the Prospectus.
We hereby consent to the filing of this opinion letter as an exhibit to the
Co-Registrant's Current Report on Form 8-K, dated on or about November 7, 2003
and to the references to this firm under the heading "Legal Matters" 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