August 7, 1997
To the Persons Listed on
Schedule A
Gentlemen and Ladies:
This opinion is furnished to you pursuant to subsection 6(c) of the
Underwriting Agreement dated July 31, 1997 (the "Underwriting Agreement")
between ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, as Representative
of the several underwriters named therein and First National Bank of Commerce,
a national banking association ("Transferor"). Capitalized terms used but
not defined herein have the same meaning ascribed thereto in the Underwriting
Agreement.
We have examined copies of the Underwriting Agreement, the Pooling and
Servicing Agreement, the Supplement, the Loan Agreement, the forms of
Certificates attached to the Supplement, a signed copy of the legal opinion of
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, l.l.p., counsel to Transferor and a signed copy of
the legal opinion of ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, Poitevent, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇,
l.l.p., special Louisiana counsel to Transferor. In addition, we have
examined such other documents, corporate records and certificates of officers
of Transferor as to matters of fact and of public officials as to matters
within their jurisdiction and such other instruments and sources as we have
deemed necessary and advisable for the purpose of rendering this opinion.
In conducting our examination, we have assumed, without investigation,
the authenticity of any documents submitted to us as an original, the
conformity with the original of any document submitted to us as a copy, the
authenticity of the original of any such copy and the genuineness of all
signatures. We have relied, as to factual matters, on the documents we have
examined and upon certificates of Transferor, its officers, public officials
or other persons. We have also assumed the due authorization, execution, and
delivery of all documents by parties thereto and, except as set forth in
paragraph (i) below, the enforceability of any agreements included in such
documents against parties thereto.
Our opinions herein are limited to the Federal law of the United States
of America.
Based on the foregoing, we are of the opinion that:
(i) The statements in the Prospectus under the headings "U.S.
Federal Income Tax Consequences" and "ERISA Considerations" insofar as
such statements constitute a summary of the legal matters, documents or
proceedings referred to therein have been prepared or reviewed by us
and are correct in all material respects.
(ii) 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, and
assuming that the Certificates are executed, delivered and authenticated
in substantially the forms we have examined, we are of the opinion that
the Certificates will be characterized as indebtedness that is secured
by the Receivables, and that the Trust will not be characterized for
Federal income tax purposes as an association (or publicly traded
partnership) taxable as a corporation.
The opinion set forth in 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 "U.S. Federal Income Tax
Consequences" in the Prospectus which constitutes a part of the Registration
Statement. No tax rulings have been or will be sought from the IRS with
respect to any of the matters discussed herein.
This opinion is for your use and may not be relied upon by any other
person without our prior written consent.
Very truly yours,
▇▇▇▇▇, BROWN & ▇▇▇▇▇
Schedule A
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated,
as Representative of the Several Underwriters
World Financial Center, North Tower
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
First National Bank of Commerce
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
First NBC Credit Card Master Trust
c/o The First National Bank of Chicago
One First National Plaza
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
The First National Bank of Chicago
One First National Plaza
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Standard & Poor's Ratings Services,
a division of The ▇▇▇▇▇▇-▇▇▇▇
Companies
▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇'▇ Investors Service, Inc.
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Union Bank of Switzerland
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
