EXHIBIT 5.1
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A PARTNERSHIP WHICH INCLUDES PROFESSIONAL CORPORATIONS
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___ HONG KONG
TOKYO
WRITER'S DIRECT DIAL NUMBER TELECOPIER: 455-2502 COLUMBUS
TELEX: 129158
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October 31, ▇▇▇▇
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National Association
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Re: Chemical Master Credit Card Trusts
Asset-Backed Certificates
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Ladies and Gentlemen:
We have acted as counsel for Chase Manhattan Bank USA, National
Association, a banking corporation organized under the laws of the United
States (the "Bank"), in connection with the filing by the Bank, on behalf of
the Chase Credit Card Master Trusts (the "Trusts"), with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, of a
Registration Statement on Form S-3, Registration No. 333-04607 (the
"Registration Statement"), and Amendment No. 1 to the Registration Statement
filed by the Bank under the Act, registering Asset-Backed Certificates
representing undivided interests in certain assets of the Trusts (the
"Certificates"). The Certificates of a particular Series will be issued
pursuant to the Second Amended and Restated Pooling and Servicing Agreement,
dated as of September 1, 1996 (the "Pooling and Servicing Agreement") between
the Bank, The Chase Manhattan Bank and The Bank of New York, as Trustee (the
"Trustee"), and filed as Exhibit 4.1 to the Registration Statement, and a
related Series Supplement to the Pooling and Servicing Agreement (a "Series
Supplement") between the Bank and the Trustee, substantially in the form filed
as Exhibit 4.2 to the Registration Statement.
In that connection, we have examined, and relied as to matters of fact
upon, originals or copies, certified or otherwise identified to our
satisfaction, of such corporate records, agreements, documents, and other
instruments and such certificates or comparable documents of public officials
and of officers and representatives of the Bank,
Securities and Exchange Commission -2- October 31, 1996
and have made such other and further investigations, as we have deemed relevant
and necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications and
limitations set forth herein, we are of the opinion that:
1. The Pooling and Servicing Agreement has been duly authorized,
executed and delivered by the Bank, and assuming due authorization,
execution and delivery by the Trustee, the Pooling and Servicing Agreement
constitutes a valid and legally binding obligation of the Bank enforceable
against the Bank in accordance with its terms.
2. When the Series Supplement relating to a particular Series of
Certificates has been duly authorized, executed and delivered by each of
the Bank and the Trustee, such Series Supplement will constitute a valid
and legally binding obligation of the Bank enforceable against the Bank in
accordance with its terms.
3. When the Certificates of a particular Series have been duly
authorized by the Bank, when such Certificates have been duly executed and
authenticated in accordance with the terms of the Pooling and Servicing
Agreement and the related Series Supplement and when such Certificates have
been delivered and sold as contemplated by the Registration Statement, such
Certificates will be validly issued and outstanding and entitled to the
benefits provided for by the Pooling and Servicing Agreement and such
Series Supplement.
Our opinions set forth in paragraphs 1 and 2 above are subject to the
effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.
We hereby confirm that the statements set forth in the prospectus (the
"Prospectus") forming a part of the Registration Statement under the heading
"Tax Matters" accurately describe the material federal income tax consequences
to holders of the Certificates.
Securities and Exchange Commission -3- October 31, 1996
We are members of the Bar of the State of New York, and we do not
express any opinion herein concerning any law other than the law of the State
of New York and the federal law of the United States.
We hereby consent to the use of our name under the headings "Tax
Matters" and "Legal Matters" in the Prospectus forming a part of the
Registration Statement and to the use of this opinion for filing with the
Registration Statement as Exhibits 5.1 and 24.1 thereto.
Very truly yours,
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