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                                   EXHIBIT 8.1

                OPINION AND CONSENT OF THOMPSON HINE & FLORY LLP
                       WITH RESPECT TO FEDERAL TAX MATTERS

                            THOMPSON HINE & FLORY LLP

                                 August 17, 1999

Key Bank USA, National Association
Key Tower
127 Public Square
Cleveland, Ohio  44114-1306

Re:      Key Bank USA, National Association Registration Statement on Form S-3
         (No. 333-80109)

Ladies and Gentlemen:

We have acted as special tax counsel for Key Bank USA, National Association (the
"Seller"), in connection with the above-referenced Registration Statement
(together with the exhibits and any amendments thereto, the "Registration
Statement"), filed by the Seller with the Securities and Exchange Commission in
connection with the registration by the Seller of Asset Backed Notes (the
"Notes") and Asset Backed Certificates (the "Certificates") to be sold from time
to time in one or more series in amounts to be determined at the time of sale
and to be set forth in one or more Supplements (each, a "Prospectus Supplement")
to the Prospectus (the "Prospectus") included in the Registration Statement.

We are familiar with the proceedings to date in connection with the proposed
issuance and sale of the Notes and Certificates and in order to express our
opinion hereinafter stated, (a) we have examined copies of the forms of (i) the
Trust Agreement, (ii) the Sale and Servicing Agreement, (iii) the Indenture, and
(iv) the Notes and Certificates filed as exhibits to the Registration Statement
(collectively the "Operative Documents") and (b) we have examined such other
records and documents and such matters of law, and we have satisfied ourselves
as to such matters of fact, as we have considered relevant for purposes of this
opinion.

The opinions set forth in this letter concerning Federal income tax matters and
ERISA matters are based upon the applicable provisions of the Internal Revenue
Code of 1986, as amended, Treasury Regulations promulgated and proposed
thereunder, current positions of the Internal Revenue Service (the "IRS")
including those contained in published Revenue Rulings and Revenue Procedures,
the applicable provisions of the Employee Retirement Income Security Act of
1974, as amended, Department of Labor ("DOL") Regulations promulgated
thereunder,




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prohibited transaction exemptions granted by the DOL, and existing judicial
decisions. This opinion is subject to the explanations and qualifications set
forth under the captions "Income Tax Consequences" and "ERISA Considerations" in
the Prospectus and the Prospectus Supplements which constitute a part of the
Registration Statement.

Based on the foregoing and assuming that the Operative Documents are executed
and delivered in substantially the form we have examined, we hereby confirm our
opinion with respect to the Federal income tax characterization of the
Certificates and the Notes and the Federal income tax treatment of the issuance
of such Certificates and Notes set forth under the caption "Income Tax
Consequences" in the Prospectus and each Prospectus Supplement. In our opinion,
for Federal income tax purposes, the Notes will be characterized as debt, and
the Trust will not be classified as a separate entity that is an association (or
publicly traded partnership) taxable as a corporation. Moreover, we are of the
opinion that the statements regarding federal income tax matters and ERISA
matters set forth in the Prospectus and the Prospectus Supplements under the
headings "Summary of Terms -- Tax Status", "Summary of Terms -- ERISA
Considerations," "Income Tax Consequences" and "ERISA Considerations" are a fair
and accurate summary of the material federal income tax and ERISA consequences
of the issuance of the holding of the Notes and the Certificates. There can be
no assurance, however, that the legal conclusions presented therein will not be
successfully challenged by the relevant administrative authorities, or
significantly altered by new legislation, changes in administrative positions,
or judicial decisions, any of which challenges or alterations may be applied
retroactively with respect to completed transactions.

We note that the Prospectus does not relate to a specific transaction.
Accordingly, the above-referenced description of federal income tax consequences
and ERISA considerations 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 and to the reference to our firm in the Prospectus and
Prospectus Supplements under the caption "Income Tax Consequences" and "Legal
Matters."

Very truly yours,

/s/ THOMPSON HINE & FLORY LLP

Thompson Hine & Flory LLP

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