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EXHIBITS 5.1 and 8.1
[Letterhead of Mayer, Brown, Rowe & Maw LLP]
Mayer, Brown, Rowe & Maw LLP
190 South La Salle Street
Chicago, Illinois 60603-3441
Main Tel (312) 782-0600
Main Fax (312) 701-7711
www.mayerbrownrowe.com
April 23, 2004
WFN Credit Company, LLC
220 West Schrock Road
Westerville, OH 43801
Re: WFN Credit Company, LLC
World Financial Credit Card Master Trust
World Financial Network Credit Card Master Note Trust
AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-3
We have acted as special counsel for WFN Credit Company, LLC, a Delaware
limited liability company ("WFN LLC"), in connection with the filing by WFN
LLC, World Financial Network Credit Card Master Trust ("WFNMT") and World
Financial Network Credit Card Master Note Trust (the "Trust"), as
co-registrants, with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), of a Registration Statement
on Form S-3 (Registration Nos. 333-113669, 333-113669-01 and 333-113669-02),
as amended (the "Registration Statement"), and the related base prospectus,
dated as of the date hereof (the "Base Prospectus") and the forms of
prospectus supplements (together with the Base Prospectus, the "Prospectus"),
filed by WFN LLC, WFNMT and the Trust under the Act, registering asset-backed
notes (the "Notes") secured by a series of Investor Certificates issued
pursuant to the Pooling and Servicing Agreement and Collateral Series
Supplement referred to below and designated pursuant thereto as the
"Collateral Certificate". The Collateral Certificate represents an undivided
interest in the receivables in a portfolio of private label credit card
accounts and related assets held by WFNMT. The Notes of a particular Series
will be issued pursuant to a Master Indenture dated as of August 1, 2001 (the
"Master Indenture"), between the Trust and BNY Midwest Trust Company, as
indenture trustee (the "Indenture Trustee"), as amended by the Omnibus
Amendment, dated as of March 31, 2003, among WFN LLC, the Trust and World
Financial Network National Bank, and Supplemental Indenture No. 1, dated as
of August 13, 2003, between the Trust and the Indenture Trustee, and a
related Indenture Supplement (the "Indenture Supplement") between the Trust
and the Indenture Trustee, substantially in the form filed as Exhibit 4.4 to
the Registration Statement. The Collateral Certificate has been issued
pursuant to the Second Amended and Restated Pooling and Servicing Agreement
dated as of January 17, 1996, amended and restated as of September 17,1999
and amended and restated a
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April 23, 2004
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second time as of August 1, 2001 (the "Pooling and Servicing Agreement"),
between WFN LLC and BNY Midwest Trust Company, as trustee (the "Certificate
Trustee") and a Collateral Series Supplement, dated as of August 21, 2001
(the "Collateral Series Supplement") between WFN LLC and the Certificate
Trustee.
Unless otherwise defined herein, all capitalized terms used herein
shall have the meanings assigned to them in the Master Indenture.
We have examined executed copies of the Registration Statement,
the Master Indenture, the form of Indenture Supplement, the Pooling and
Servicing Agreement, the Collateral Series Supplement and the Collateral
Certificate and such other documents as we have deemed necessary for the
purposes of this opinion (collectively, the "Transaction Documents").
We have assumed for the purposes of the opinions set forth below that
the Notes will be issued in Series created as described in the Registration
Statement and that the Notes will, at your direction, be sold by the Trust
for reasonably equivalent consideration.
We have also assumed that: (i) the Transaction Documents, the Collateral
Certificate and the Notes have been or will be duly authorized by all
necessary corporate action; (ii) the Notes will be duly issued, executed,
authenticated and delivered in accordance with the provisions of the Master
Indenture; (iii) the issuance and sale of the Collateral Certificate were not
contrary to any applicable law, rule, regulation or order; and (iv) the
Collateral Certificate has been issued and sold in accordance with the terms
of the Pooling and Servicing Agreement, duly executed and delivered by WFN
LLC and authenticated by the Certificate Trustee in accordance with the terms
of the Pooling and Servicing Agreement, and issued and delivered against
payment therefor.
In expressing our opinion, we have assumed, without independent
verification, that the facts presented in the Transaction Documents are
correct, the Transaction Documents have been or will be consummated according
to their terms, and the factual representations of WFN LLC and its affiliates
are correct. In addition, we have assumed that the parties to each
Transaction Document will satisfy their respective obligations thereunder.
We express no opinion with respect to any series of Notes or any Collateral
Certificate for which we do not act as counsel to you.
The opinion set forth in paragraph 3 of this letter is 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") contained in published Revenue
Rulings and Revenue Procedures, current administrative positions of the IRS
and existing judicial decisions. This opinion is subject to the explanations
and qualifications set forth under the caption "Federal Income Tax
Consequences" in the Prospectus. No tax rulings will be sought from the IRS
with respect to any of the matters discussed herein.
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April 23, 2004
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On the basis of the foregoing examination and assumptions, and upon
consideration of applicable law, it is our opinion that:
1. When the Indenture Supplement for a Series of Notes has been duly and
validly authorized, executed and delivered by the Trust and the Indenture
Trustee substantially in the form filed as an exhibit to the Registration
Statement and the Notes of that Series have been duly executed,
authenticated, delivered and sold as contemplated in the Master Indenture and
the Registration Statement, such Notes will be legally and validly issued and
binding obligations of the Trust.
2 The Collateral Certificate is legally and validly issued and
outstanding and the holder of the Collateral Certificate will be entitled to the
benefits of the Pooling and Servicing Agreement.
3. While the Tax Description does not purport to discuss all possible
federal income tax ramifications of the purchase, ownership, and disposition
of the Notes, particularly to U.S. purchasers subject to special rules under
the Internal Revenue Code of 1986, as amended, we hereby 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 Notes. There can be no assurance,
however, that the tax conclusions presented therein will not be successfully
challenged by the IRS, or significantly altered by new legislation, changes
in IRS positions or judicial decisions, any of which challenges or
alterations may be applied retroactively with respect to completed
transactions. We note, however, that the forms of prospectus supplement
filed with the Registration Statement does not relate to a specific
transaction. Accordingly, the above referenced description of the federal
income tax consequences may, under certain circumstances, require
modification when an actual transaction is undertaken.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to this firm under the headings
"Federal Income Tax Consequences" and "Legal Matters" in the Prospectus, without
admitting 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, including this opinion as an exhibit.
Our opinion set forth above is 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 (whether considered in a proceeding in equity or at law)
and by the discretion of the court before which any proceeding therefore may
be brought.
We are members of the Bar of the State of Illinois and New York, and we
do not express any opinion herein concerning any law other than the law of
the State of New York, the General Corporation Law of Delaware and the
Federal law of the United States.
MAYER, BROWN, ROWE & MAW LLP
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April 23, 2004
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/s/ Mayer, Brown, Rowe & Maw LLP