Attached files

file filename
EX-1.1 - EX-1.1 - AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUSTd626499dex11.htm
EX-36.2 - EX-36.2 - AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUSTd626499dex362.htm
EX-36.1 - EX-36.1 - AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUSTd626499dex361.htm
EX-8.2 - EX-8.2 - AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUSTd626499dex82.htm
EX-8.1 - EX-8.1 - AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUSTd626499dex81.htm
EX-5.1 - EX-5.1 - AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUSTd626499dex51.htm
EX-4.2 - EX-4.2 - AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUSTd626499dex42.htm
EX-4.1 - EX-4.1 - AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUSTd626499dex41.htm
EX-1.2 - EX-1.2 - AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUSTd626499dex12.htm
8-K - FORM 8-K - AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUSTd626499d8k.htm

Exhibit 5.2

 

September 18, 2018

American Express Receivables Financing Corporation III LLC

4315 South 2700 West, Room 1100, 02-01-46

Salt Lake City, Utah 84184

 

  Re:

American Express Credit Account Master Trust

Class A Series 2018-9 Floating Rate Asset Backed Certificates

Class B Series 2018-9 Floating Rate Asset Backed Certificates

Ladies and Gentlemen:

We have acted as special counsel to American Express Receivables Financing Corporation III LLC, a Delaware limited liability company (the “Transferor”), and have examined the Registration Statement on Form SF-3 (File Nos. 333-205964 and 333-205964-01), filed by the Transferor with the Securities and Exchange Commission on July 30, 2015, and declared effective on December 21, 2015 (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of the Class A Series 2018-9 Floating Rate Asset Backed Certificates (the “Class A Certificates”) and the Class B Series 2018-9 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 Fourth Amended and Restated Pooling and Servicing Agreement, dated as of April 1, 2018, as amended from time to time, and the Series 2018-9 Supplement, expected to be dated as of September 24, 2018 (together, the “Pooling and Servicing Agreement”), as more particularly described in the prospectus, dated September 18, 2018 (the “Prospectus”).

We have examined such instruments, documents and records as we have deemed relevant and necessary for the purposes of our opinion expressed below. In such examination, we have assumed: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.

Based on such examination and assumptions, and upon consideration of applicable law, we are of the opinion that, when the Certificates have been duly executed, authenticated and delivered in accordance with the Pooling and Servicing Agreement, and upon the sale of the Certificates in the manner described in the Prospectus, the Certificates will be legally issued, and the holders of the Certificates will have no obligation to make payments to the Transferor or its


American Express Receivables Financing Corporation III LLC

September 18, 2018

Page 2

 

creditors (other than the purchase price for the Certificates) or contributions to the Transferor or its creditors solely by reason of the holders’ ownership of the Certificates.

We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K for incorporation into the Registration Statement and to the reference to us under the caption “Legal Matters” in the Prospectus. In giving such consent, we do not admit that we are “experts,” 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,

/s/ Orrick, Herrington & Sutcliffe LLP

ORRICK, HERRINGTON & SUTCLIFFE LLP