Common use of Opinion of New York Counsel to the Issuer and Citibank Clause in Contracts

Opinion of New York Counsel to the Issuer and Citibank. The Underwriters will have received an opinion of New York counsel to the Issuer and Citibank with respect to such matters as are reasonably required by, and in form and substance reasonably satisfactory to, the Representative and its counsel. In rendering such opinion, counsel may rely (A) as to matters involving the application of laws other than the General Corporation Law of the State of Delaware or laws of any jurisdiction other than the State of New York and the United States, to the extent deemed proper and stated in such opinion, upon the opinion of other counsel of good standing believed by such counsel to be reliable and acceptable to the Representative and its counsel, and (B) as to matters of fact, to the extent deemed proper and as stated therein, on certificates of responsible officers of Citibank, the Master Trust, the Issuer and public officials.