Attached files
file | filename |
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8-K - FORM 8-K - AMERICAN EXPRESS RECEIVABLES FINANCING CORP II | y92973e8vk.htm |
EX-8.1 - EX-8.1 - AMERICAN EXPRESS RECEIVABLES FINANCING CORP II | y92973exv8w1.htm |
Exhibit 5.1
October 5, 2011
American Express Receivables Financing Corporation II
200 Vesey Street, Room 138
Mail Stop 01-31-12
New York, New York 10285
200 Vesey Street, Room 138
Mail Stop 01-31-12
New York, New York 10285
American Express Receivables Financing Corporation III LLC
4315 South 2700 West, Room 1300, 02-01-04
Salt Lake City, Utah 84184
4315 South 2700 West, Room 1300, 02-01-04
Salt Lake City, Utah 84184
American Express Receivables Financing Corporation IV LLC
4315 South 2700 West, Room 1100, 02-01-58
Salt Lake City, Utah 84184
4315 South 2700 West, Room 1100, 02-01-58
Salt Lake City, Utah 84184
Re: | American Express Credit Account Master Trust Class A Series 2011-1 Floating Rate Asset Backed Certificates Class B Series 2011-1 Floating Rate Asset Backed Certificates |
Ladies and Gentlemen:
I have acted as counsel to American Express Receivables Financing Corporation II, American
Express Receivables Financing Corporation III LLC and American Express Receivables Financing
Corporation IV LLC (the Registrants) and have examined the Registration Statement on Form S-3
(File Nos. 333-155765, 333-155765-01, 333-155765-02 and 333-155765-03), filed by the Registrants
with the Securities and Exchange Commission on November 28, 2008, and declared effective on
February 3, 2009 (the Registration Statement), in connection with the registration under the
Securities Act of 1933, as amended (the Act), of the Class A Series 2011-1 Floating Rate Asset
Backed Certificates (the Class A Certificates) and the Class B Series 2011-1 Floating Rate Asset
Backed Certificates (the Class B Certificates and, together with the Class A Certificates, the
Certificates). The Certificates will be issued pursuant to a Pooling and Servicing Agreement,
dated as of May 16, 1996, as amended and restated as of January 1, 2006, as amended from time to
time, and the Series 2011-1 Supplement, expected to be dated as of October 12, 2011 (together, the
Pooling and Servicing Agreement), as more particularly described in the prospectus, dated October
3, 2011, and the preliminary prospectus supplement, dated October 3, 2011, relating to the
Certificates (together, the Prospectus).
American Express Receivables Financing Corporation II
American Express Receivables Financing Corporation III LLC
American Express Receivables Financing Corporation IV LLC
October 5, 2011
Page 2
American Express Receivables Financing Corporation III LLC
American Express Receivables Financing Corporation IV LLC
October 5, 2011
Page 2
I have examined such instruments, documents and records as I deemed relevant and necessary as
a basis of my opinion hereinafter expressed. In such examination, I have assumed the following:
(a) the authenticity of original documents and the genuineness of all signatures; (b) the
conformity to the originals of all documents submitted to me as copies; and (c) the truth, accuracy
and completeness of the information, representations and warranties contained in the records,
documents, instruments and certificates I have reviewed.
Based on such examination and the other assumptions set forth herein, and subject to the
qualification that I am admitted to the practice of law in the State of New York and do not purport
to be expert in the laws of any jurisdiction other than the State of New York, I am of the opinion
that when the Certificates have been duly executed and delivered in accordance with the Pooling and
Servicing Agreement and sold, the Certificates will be legally issued, fully paid and
non-assessable, and the holders of the Certificates will be entitled to the benefits of the Pooling
and Servicing Agreement, except as enforcement thereof may be limited by applicable bankruptcy,
insolvency, reorganization, arrangement, fraudulent conveyance, moratorium, or other laws relating
to or affecting the rights of creditors generally and general principles of equity, 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 such
enforceability is considered in a proceeding in equity or at law.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and
to the use of my name wherever appearing in the Prospectus. In giving such consent, I do not
consider that I am an expert, within the meaning of the term as used in the Act or the rules and
regulations of the Securities and Exchange Commission issued thereunder, with respect to any part
of the Registration Statement, including this opinion, as an exhibit or otherwise.
Very truly yours, |
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/s/ Carol V. Schwartz | ||||
Carol V. Schwartz | ||||
Special Securitization Counsel |