-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GE2q463XfvjsUo3XXdA7PwzBmmXgSDtJ6A2elLdciAwJvhtrzFAAlz6mw42+Xtk2 iS6O0TmXpJ7dntuISs2xVQ== 0000893220-05-001581.txt : 20050706 0000893220-05-001581.hdr.sgml : 20050706 20050706105141 ACCESSION NUMBER: 0000893220-05-001581 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050706 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050706 DATE AS OF CHANGE: 20050706 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVANTA BUSINESS RECEIVABLES CORP CENTRAL INDEX KEY: 0001107920 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-32874 FILM NUMBER: 05939268 BUSINESS ADDRESS: STREET 1: 639 ISBELL RD. STREET 2: SUITE 390 CITY: RENO STATE: NV ZIP: 89509 MAIL ADDRESS: STREET 1: 639 ISBELL RD STREET 2: STE 390 CITY: RENO STATE: NV ZIP: 89509 8-K 1 w10575e8vk.htm FORM 8-K FOR ADVANTA BUSINESS RECEIVABLES CORP. e8vk
 

 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 6, 2005


ADVANTA BUSINESS RECEIVABLES CORP.,
AS TRANSFEROR
ON BEHALF OF
ADVANTA BUSINESS CARD MASTER TRUST

(Exact Name of Registrant as Specified in Charter)


         
Nevada
(State or Other Jurisdiction of
Incorporation)
  333-81788
(Commission File Number)
  23-2852207
(IRS Employer
Identification Number)

ADVANTA BUSINESS RECEIVABLES CORP.

(Exact Name of Registrant as Specified in Charter)
         
Nevada
(State or Other Jurisdiction of
Incorporation)
  333-81788
(Commission File Number)
  23-2852207
(IRS Employer
Identification Number)
     
2215 B Renaissance Drive, Suite 5
Las Vegas, Nevada
(Address of Principal Executive Offices)
 
89119
(Zip Code)

Registrant’s telephone number, including area code: (702) 966-4241

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     
o   Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Information to be Included in the Report

Section 8      —     Other Events
Item 8.01      —     Other Events

     Advanta Business Receivables Corp. (the “Registrant”) registered the Advanta Business Card Master Trust Asset Backed Notes on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Act”), by the Registration Statement on Form S-3 (File No. 333-81788), as amended (the “Registration Statement”).

     As set forth in the Registration Statement, the Registrant formed Advanta Business Card Master Trust (the “Issuer”), which intends to issue $225,000,000 in initial principal balance of its AdvantaSeries Class A(2005-A2) Asset Backed Notes (the “Offered Notes”) on July 7, 2005. The Class A(2005-A2) Asset Backed Notes were registered pursuant to the Registration Statement.

     This Current Report Form 8-K is being filed to satisfy an undertaking to file copies of certain opinions to be issued in connection with the issuance of the Offered Notes, the forms of which were filed as exhibits to the Registration Statement.

     The primary assets of the Issuer are a pool of receivables in a portfolio of MasterCard®1 and VISA®1 revolving business purpose credit card accounts.

Section 9      —     Financial Statements and Exhibits
Item 9.01      —     Financial Statements and Exhibits

     (a)   Not applicable

     (b)   Not applicable

     (c)   Exhibits

     
Exhibit No.   Description
5.1
  Opinion of Wolf, Block, Schorr and Solis-Cohen LLP with respect to legality, dated July 7, 2005.
 
8.1
  Opinion of Wolf, Block, Schorr and Solis-Cohen LLP with respect to tax matters, dated July 7, 2005.
 
23.1
  Consent of Wolf, Block, Schorr and Solis-Cohen LLP (included in opinions filed as Exhibit 5.1 and Exhibit 8.1).


1   MasterCard® and VISA® are federally registered servicemarks of MasterCard International Inc. and VISA U.S.A., Inc., respectively.

- 2 -


 

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 6, 2005
         
  ADVANTA BUSINESS CARD MASTER TRUST  
 
  By:   Advanta Bank Corp., as attorney-in-fact   
 
  By:   /s/ Michael Coco    
  Name:   Michael Coco   
  Title:   Vice President and Treasurer   
 
 
  ADVANTA BUSINESS RECEIVABLES CORP.
 
 
  By:   /s/ Michael Coco    
  Name:   Michael Coco   
  Title:   President   

- 3 -


 

         

EXHIBIT INDEX

     
Exhibit No.   Description
5.1
  Opinion of Wolf, Block, Schorr and Solis-Cohen LLP with respect to legality, dated July 7, 2005.
 
8.1
  Opinion of Wolf, Block, Schorr and Solis-Cohen LLP with respect to tax matters, dated July 7, 2005.
 
23.1
  Consent of Wolf, Block, Schorr and Solis-Cohen LLP (included in opinions filed as Exhibit 5.1 and Exhibit 8.1).

- 4 -

EX-5.1 2 w10575exv5w1.txt OPINION OF WOLF BLOCK WITH RESPECT TO LEGALITY EXHIBIT 5.1 July 7, 2005 To the Persons Listed on the Appendix hereto Re: Advanta Business Card Master Trust AdvantaSeries Class A(2005-A2) Asset Backed Notes -------------------------------------------------- Ladies and Gentlemen: We have acted as special counsel to Advanta Bank Corp., a Utah industrial bank ("ABC"), and Advanta Business Receivables Corp., a Nevada corporation (the "Transferor"), in connection with (a) the issuance and sale of $225,000,000 initial principal balance of a Tranche of Asset Backed Notes known as "Advanta Business Card Master Trust, AdvantaSeries Class A(2005-A2) Asset Backed Notes" (the "Issued Notes") and (b) the execution and delivery of the Documents (as defined below). The AdvantaSeries consists of Class A Notes, Class B Notes, Class C Notes and Class D Notes. Each Class of Notes may consist of multiple Tranches. The Class A(2005-A2) Notes are a tranche of Class A Notes. Only the Class A(2005-A2) Notes are being issued at this time. Wilmington Trust Company, a Delaware banking corporation ("Wilmington Trust"), and the Transferor, have entered into the Trust Agreement, dated as of August 1, 2000 (the "Trust Agreement"), pursuant to which Wilmington Trust has agreed to act as owner trustee of Advanta Business Card Master Trust, a Delaware common law trust (the "Trust"). The Issued Notes were issued pursuant to the Master Indenture, dated as of August 1, 2000 (the "Indenture"), between the Trust, as Issuer, and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as indenture trustee (the "Indenture Trustee"), as supplemented by the AdvantaSeries Indenture Supplement, dated as of November 1, 2004 (the "Indenture Supplement"), between the Trust and the Indenture Trustee and as further supplemented by the Class A(2005-A2) Terms Document, dated as of July 7, 2005, between the Trust and the Indenture Trustee (the "Terms Document"). The Class A(2005-A2) Notes were sold pursuant to the Underwriting Agreement, dated June 29, 2005 (the "Underwriting Agreement"), among the Transferor, ABC and Merrill Lynch, Pierce, Fenner and Smith Incorporated and Deutsche Bank Securities Inc., as representatives of the underwriters listed on Schedule A to the Underwriting Agreement (the "Underwriters"). Pursuant to the Receivables Purchase Agreement, dated as of August 1, 2000 (the "Receivables Purchase Agreement"), between ABC, as seller, and the Transferor, as purchaser, ABC transferred all of its right, title and interest in, to and under the Receivables to the Transferor. The Transferor, in turn, transferred all of its right, title and interest in, to and under To the Persons Listed on the Appendix hereto July 7, 2005 Page 2 of 10 the Receivables to the Trust, pursuant to the Transfer and Servicing Agreement, dated as of August 1, 2000 (the "Transfer and Servicing Agreement"), among the Transferor, ABC, as servicer (the "Servicer"), and the Trust. Under the Transfer and Servicing Agreement, the Servicer agrees to service and administer the Receivables, as agent for the Transferor and the Trust. Pursuant to the Indenture, the Trust pledged all of its right, title and interest in, to and under certain Collateral, including the Receivables, to the Indenture Trustee, for the benefit of all Noteholders, to secure payment of all Series of Notes. ABC has executed a Security Agreement, dated as of August 1, 2000 (the "Security Agreement"), in favor of the Indenture Trustee, under which ABC has granted to the Indenture Trustee, in trust for the benefit of all Noteholders, a security interest in the Receivables. ABC and the Trust have entered into the Administration Agreement, dated as of August 1, 2000 (the "Administration Agreement"), pursuant to which ABC agrees to perform certain duties of the Trust and the Owner Trustee under the Indenture and related documents. The opinions expressed herein are being furnished pursuant to Section 7(d) of the Underwriting Agreement. Capitalized terms used herein, unless otherwise defined herein, shall have the meanings assigned thereto in the Indenture or, if not defined therein, in the Transfer and Servicing Agreement. All terms used herein that are defined in the Uniform Commercial Code as in effect in the State of New York (the "New York UCC") and are not otherwise defined herein have the meanings assigned thereto in the New York UCC. The Trust Agreement, the Indenture, the Indenture Supplement, the Terms Document, the Underwriting Agreement, the Receivables Purchase Agreement, the Transfer and Servicing Agreement, the Security Agreement and the Administration Agreement are herein referred to, collectively, as the "Documents." We have examined (i) executed copies of the Documents, (ii) copies of the executed and authenticated Issued Notes, (iii) the Registration Statement, as amended to date, on Form S-3 (No. 333-81788) relating to the Class A(2005-A2) Notes, filed with the Securities and Exchange Commission (the "Commission"), in the form in which such Registration Statement was declared effective (the "Registration Statement"), (iv) the Prospectus dated June 29, 2005, (the "Prospectus") relating to the Trust and the Notes and (v) the Prospectus Supplement dated June 29, 2005 (the "Prospectus Supplement") relating to the Class A(2005-A2) Notes. In rendering the opinions expressed herein, we have assumed, with your permission, the following: (a) ABC, the Transferor, the Trust and each other party to any of the Documents (i) was, on each date it executed and delivered any of the Documents, and is, on the date hereof, duly formed and organized, validly existing and in good standing in its respective jurisdiction of formation and (ii) had, on each date it executed and delivered any of the To the Persons Listed on the Appendix hereto July 7, 2005 Page 3 of 10 Documents, and has, on the date hereof, the corporate or trust power, as the case may be, to execute, deliver and perform all of its obligations under the Documents to which it is a party; (b) the due authorization, execution and delivery of the Documents by all parties thereto and that the Documents constitute the legal, valid and binding obligations of all parties thereto (other than ABC, the Transferor and the Trust) and are enforceable against all other parties thereto in accordance with their terms; (c) except to the extent that we render an opinion with respect thereto in paragraph 5 below, no authorization, consent, order or approval of, or registration or declaration with, any Governmental Authority is required in connection with the execution, delivery and performance of any of the Documents or the consummation of any of the transactions contemplated thereby by any of the parties thereto; (d) the Trust is located at its sole place of business in Wilmington, Delaware; (e) except to the extent that we render an opinion with respect thereto in paragraph 6 below, there are no actions, proceedings or investigations pending or threatened against any Person before any Governmental Authority (i) asserting the invalidity of any of the Documents or of the Issued Notes, (ii) seeking to prevent the issuance of the Issued Notes or the consummation of any of the other transactions contemplated by the Documents, (iii) seeking any determination or ruling that would adversely affect the performance by any Person of its obligations under, or the validity or enforceability of, any of the Documents or any of the Issued Notes, or (iv) seeking to affect the income tax attributes of the Trust or the Issued Notes; (f) except to the extent that we render an opinion with respect thereto in paragraph 7 below, none of the execution, delivery or performance by any Person of any of the Documents to which it is a party (i) conflicts with or violates any Requirements of Law or (ii) conflicts with, results in any breach of the terms or provisions of, or constitutes a default under any indenture, contract, agreement, mortgage, deed of trust or other instrument; (g) all parties to the Documents will comply with all of the material terms thereof; (h) the genuineness of all signatures; (i) the authenticity of all documents submitted to us as originals and the conformity to authentic originals of all documents submitted to us as copies; (j) the legal capacity of natural persons; (k) no party to any of the Documents has expressly or impliedly waived, subordinated or agreed to any modification of any security interest created under the Documents; To the Persons Listed on the Appendix hereto July 7, 2005 Page 4 of 10 (l) there is not and will not be any agreement, course of prior dealing or other arrangements that modify, supplement or alter the agreements expressed in any of the Documents, except as specifically referred to herein; (m) the conformity of the Receivables and the Designated Accounts to the requirements of the Documents; (n) each Person that grants a security interest in the Receivables under any of the Documents in favor of any party has sufficient rights in the Receivables for such security interest to attach; (o) each of the Transferor and the Trust received the Transfer Receivables, pursuant to the Receivables Purchase Agreement and the Transfer and the Servicing Agreement, respectively, in good faith, for value, and without notice or knowledge of any adverse claims, liens or encumbrances thereon or with respect thereto or of any defense against payment thereof. The Indenture Trustee received the security interest granted under the Indenture and under the Security Agreement in good faith, for value, and without notice or knowledge of any adverse claims, liens or encumbrances on the Receivables or with respect thereto or of any defense against payment thereof; and (p) no Event of Default or Pay Out Event has occurred or exists. As to questions of fact relevant to the opinions expressed herein, we have relied upon, and assumed the accuracy and completeness of, the representations and warranties contained in the Documents. With your permission, all assumptions herein have been made without any independent investigation or verification on our part, and we express no opinion with respect to the subject matter or accuracy of such assumptions. The opinions expressed in paragraphs 1, 2, 3 and 4 below, with respect to the enforceability of certain agreements or instruments, are subject to the following: (a) the effect of bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally or the rights of creditors of Utah industrial banks, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), including concepts of materiality, reasonableness, good faith and fair dealing. Without limiting the foregoing, we point out that such laws may limit the extent to which property acquired by a debtor after the commencement of a bankruptcy or similar proceeding may be subject to a security interest arising from a security agreement entered into by the debtor prior to the commencement of such case; (b) limitations on the enforceability of a requirement that provisions of a document may only be amended or waived in writing; To the Persons Listed on the Appendix hereto July 7, 2005 Page 5 of 10 (c) limitations on the enforceability of "severability" and "separability" provisions depending upon the materiality of the unenforceable provisions to the document as a whole and to the undertakings of the parties thereunder; (d) limitations on the enforceability of "time is of the essence" provisions; (e) the fact that certain of the remedial provisions contained in the Documents may be unenforceable in whole or in part under applicable laws and judicial decisions, including to the extent that any such provisions contravene public policy, but the inclusion of such provisions does not render the applicable Document invalid, nor do such laws or judicial decisions make such Document legally inadequate for the practical realization of the principal benefits provided for therein. We note, however, that the unenforceability of such provisions may result in delays in the enforcement of rights and remedies by certain parties under the Documents; (f) the enforceability of the Documents in favor of any Person may be limited if such Person fails to act in good faith and in a commercially reasonable manner in seeking to exercise such Person's rights and remedies thereunder. Without limiting the generality of the foregoing, we note that a court might hold that a technical and nonmaterial breach of, or default under, the Documents does not give rise to a right to exercise certain remedies including, without limitation, acceleration or termination; and (g) limitations on the enforceability of provisions indemnifying or holding harmless a Person against liability or requiring contribution from a Person for liability. Without limiting the foregoing, we note that the enforceability of provisions which purport to provide for indemnification for losses due to securities law violations may be limited by public policy considerations. We are qualified to practice law in the State of New York and express no opinion as to the laws of any jurisdictions other than the laws of the State of New York and the federal law of the United States of America. Furthermore, we express no opinion herein as to applicable state "Blue Sky" laws or legal investment laws. Based upon the foregoing and subject to the assumptions, qualifications, limitations and exceptions set forth herein, it is our opinion that: 1. Each of the Receivables Purchase Agreement, the Transfer and Servicing Agreement, the Administration Agreement, the Security Agreement and the Underwriting Agreement constitutes the legal, valid and binding agreement of ABC and is enforceable against ABC in accordance with its terms. 2. Each of the Receivables Purchase Agreement, the Transfer and Servicing Agreement and the Underwriting Agreement constitutes the legal, valid and binding agreement of the Transferor and is enforceable against the Transferor in accordance with its terms. To the Persons Listed on the Appendix hereto July 7, 2005 Page 6 of 10 3. Each of the Indenture, the Indenture Supplement, the Terms Document, the Transfer and Servicing Agreement and the Administration Agreement constitutes the legal, valid and binding agreement of the Trust, and is enforceable against the Trust in accordance with its terms. 4. The Issued Notes, assuming the due execution thereof by the Trust and the due authentication thereof by the Indenture Trustee in accordance with the terms of the Indenture, and further assuming that payment therefor has been made in accordance with the terms of the Underwriting Agreement, are validly issued and outstanding, constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms and are entitled to the benefits of the Indenture, as supplemented by the Indenture Supplement and the Terms Document. 5. No authorization, consent, order or approval of, or registration or declaration with, any Governmental Authority is required under the federal law of the United States of America or the laws of the State of New York, in connection with the execution, delivery and performance of any of the Documents or the consummation of any transaction contemplated thereby by ABC, the Transferor or the Trust. 6. To our Knowledge, there are no actions, proceedings or investigations pending or threatened against ABC, the Transferor or the Trust before any Governmental Authority (a) asserting the invalidity of any of the Documents or of the Issued Notes, (b) seeking to prevent the issuance of the Issued Notes or the consummation of any of the transactions contemplated by the Documents, (c) seeking to adversely affect the income tax attributes of the Trust or the Issued Notes under the income tax laws of the United States of America as described in the Prospectus under the heading "Federal Income Tax Consequences" or, (d) that would have a material adverse effect on the Noteholders or upon the ability of ABC, the Transferor or the Trust to perform its obligations under the Documents or the Issued Notes. 7. None of the execution, delivery or performance by ABC, the Transferor or the Trust of the Documents to which it is a party (a) conflicts with or violates any law, rule or regulation of the United States of America, the State of New York or The City of New York or any determination of an arbitrator or Governmental Authority applying federal, New York State or The City of New York law or (b) to our Knowledge, conflicts with or results in any breach of the material terms or provisions of, or constitutes a material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument, to which any of ABC, the Transferor or the Trust is a party or by which it or its properties are bound. 8. The Receivables Purchase Agreement is effective to create a valid ownership interest or security interest in favor of the Transferor in all of ABC's right, title and interest in, to and under the Receivables transferred to the Transferor pursuant to the Receivables Purchase Agreement. The perfection of such ownership interest or security interest (to the extent comprising an interest in accounts) is governed by Utah law. To the Persons Listed on the Appendix hereto July 7, 2005 Page 7 of 10 9. The Transfer and Servicing Agreement is effective to create a valid ownership interest or security interest in favor of the Trust to the extent of the Transferor's right, title and interest in, to and under the Receivables transferred to the Trust pursuant to the Transfer and Servicing Agreement. The perfection of such ownership interest or security interest (to the extent comprising an interest in accounts) is governed by Nevada law. 10. The Indenture is effective to create a valid security interest in favor of the Indenture Trustee, for the benefit of the Noteholders, in all of the Trust's right, title and interest in, to and under the Receivables transferred to the Indenture Trustee pursuant to the Indenture. The perfection of such security interest (to the extent comprising an interest in accounts) is governed by Delaware law. 11. The Security Agreement is effective to create a valid security interest in favor of the Indenture Trustee, for the benefit of the Noteholders, in all of ABC's right, title and interest in, to and under the Receivables in which a security interest is granted to the Indenture Trustee pursuant to the Security Agreement. The perfection of such security interest (to the extent comprising an interest in accounts) is governed by Utah law. 12. The Registration Statement is effective under the Securities Act of 1933, as amended (the "Securities Act"), and to our Knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act, and to our Knowledge, no proceedings for that purpose have been initiated or threatened by the Commission. 13. The Registration Statement as of its effective date, the Prospectus as of the date thereof and the Prospectus Supplement as of the date thereof (in each case, other than any information incorporated by reference therein and financial or statistical information included or incorporated by reference therein, as to which no opinion is expressed) complied as to form in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder. 14. The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the "TIA"), and complies as to form with the TIA and the rules and regulations of the Commission thereunder. The Trust is not now, and immediately following the sale of the Issued Notes and the application of proceeds therefrom as described in the Prospectus Supplement and Prospectus, will not be, required to be registered pursuant to the Investment Company Act of 1940, as amended. 15. The Underwriting Agreement, the Documents and the Issued Notes conform in all material respects to the descriptions thereof contained in the Prospectus. 16. The statements in the Prospectus set forth under the captions "Prospectus Summary - Tax Status" and " - ERISA Considerations," "Risk Factors - If a receiver or conservator were appointed for a seller or a transferor that is a bank, or if a seller or a transferor that is not a bank became a debtor in a bankruptcy case, delays or reductions in payment of your To the Persons Listed on the Appendix hereto July 7, 2005 Page 8 of 10 notes could occur," "Material Legal Aspects of the Receivables," "ERISA Considerations" and "Federal Income Tax Consequences," and the statements in the Prospectus Supplement set forth under the captions "Summary of Terms - Tax Status, " " - ERISA Considerations," and "ERISA Considerations," to the extent that they constitute matters of United States federal law or of New York State law, or legal conclusions with respect thereto, while not purporting to discuss all possible consequences of an investment in the Issued Notes, have been reviewed by us and are correct in all material respects. We express no opinion as to: (i) the existence of, or the right, title or interest of any of ABC, the Transferor, the Trust or any other Person in, to or under, any Receivables or any other Collateral; (ii) the perfection or priority of any security interest in any Receivables or any other Collateral; (iii) the accuracy or legal sufficiency of the description of any Collateral in the Documents or in any Uniform Commercial Code financing statement whether pursuant to the New York UCC or otherwise; (iv) the enforceability of any provision of the Documents by which any Person agrees not to institute, consent to, or seek relief with respect to itself or any third party pursuant to any bankruptcy, insolvency, receivership or similar proceedings during specified periods of time; (v) the enforceability of any waiver of rights or defenses set forth in the Documents to the extent such rights or defenses may not be waived under applicable law. Without limiting the foregoing, we note that certain rights and duties described in Sections 1-102(3) and 9-602 of the New York UCC may not be waived, released or disclaimed by agreement; (vi) the characterization of the transfers of the Receivables or interests therein contemplated by the Documents. As used herein the term "security interest" has the meaning set forth in Section 1-201(37) of the New York UCC, which definition includes both (a) an interest in personal property which secures payment and (b) an interest of a buyer of accounts or chattel paper that is subject to Article 9 of the New York UCC; (vii) (a) any forum selection or waiver of venue provision; (b) any waiver of jury trial provision; (c) whether a federal or state court outside the State of New York would give effect to the choice of law provided in the Documents; (d) any provision purporting to establish evidentiary standards or to establish certain determinations as conclusive; or (e) the effect of the law of any jurisdiction other than the State of New York wherein the enforcement of any Document may be sought that limits the rates of interest legally chargeable or collectible; and To the Persons Listed on the Appendix hereto July 7, 2005 Page 9 of 10 (viii) any provision of the Documents (a) that authorizes or permits (1) any Person to make determinations in its sole discretion or (2) any Person to set-off or apply any deposit or property or any indebtedness with respect to such Person's interest, (b) restricting access to legal or equitable remedies, (c) purporting to appoint any Person as the attorney-in-fact of any other Person or (d) stating that all rights or remedies of any Person are cumulative and may be enforced in addition to any other right or remedy and that the election of a particular remedy does not preclude recourse to any additional remedies. We call your attention to the following: (i) under certain circumstances described in Section 9-315 of the New York UCC, the rights of a secured party to enforce a security interest in proceeds of collateral may be limited; and (ii) under certain circumstances described in Sections 9-320, 9-330 and 9-331 of the New York UCC, purchasers of collateral may take the same free of a security interest therein. Whenever our opinion with respect to any item is stated to be "to our Knowledge," we are referring to the actual present knowledge of the particular Wolf, Block, Schorr and Solis-Cohen LLP attorneys who have been involved in the transaction referred to herein. We have not undertaken any independent investigation, examination or inquiry to determine the existence or absence of any facts (and have not undertaken the review of any court file or indices) and no inference as to our knowledge concerning any facts should be drawn as a result of the limited representation undertaken by us. The foregoing opinions are being rendered for the benefit only of the Persons listed on the Appendix attached hereto in connection with the transactions contemplated by the Documents and may not be disclosed to, quoted to or relied upon by any other Person or for any other purpose without the express prior written consent of the undersigned. However, each of you (and each of your employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by the documents referred to herein and all materials of any kind (including opinions or other tax analyses) that are provided to you relating to such tax treatment and tax structure. This opinion letter is based upon the current state of the law and facts as of the date hereof and we hereby expressly disclaim any obligation to advise you of any changes that may occur hereafter with respect to any of the matters addressed herein. We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ Wolf, Block, Schorr and Solis-Cohen LLP ------------------------------------------- WOLF, BLOCK, SCHORR and SOLIS-COHEN LLP APPENDIX -------- Advanta Business Card Master Trust Richards, Layton & Finger c/o Wilmington Trust Company One Rodney Square Rodney Square North P.O. Box 551 1100 North Market Street Wilmington, Delaware 19899 Wilmington, Delaware 19890-0001 Advanta Business Receivables Corp. 2215 B Renaissance Drive, Suite 5 Las Vegas, Nevada 89119 Advanta Bank Corp. 11850 South Election Road Draper, Utah 84020 Deutsche Bank Trust Company Americas, as Indenture Trustee 60 Wall Street, 26th Floor New York, New York 10005 Moody's Investors Service, Inc. 99 Church Street New York, New York 10007 Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. 55 Water Street New York, New York 10041 Wilmington Trust Company, as Owner Trustee Rodney Square North 1100 North Market Street Wilmington, Delaware 19890-0001 Merrill Lynch, Pierce, Fenner & Smith Incorporated, as a Representative of the Underwriters 4 World Financial Center, 10th Floor New York, New York 10080 Deutsche Bank Securities Inc., as a Representative of the Underwriters 60 Wall Street, 19th Floor New York, New York 10005 EX-8.1 3 w10575exv8w1.txt OPINION OF WOLF BLOCK WITH RESPECT TO TAX MATTERS EXHIBIT 8.1 July 7, 2005 To the Persons Listed on the Appendix hereto Re: Advanta Business Card Master Trust AdvantaSeries Class A(2005-A2) Asset Backed Notes -------------------------------------------------- Ladies and Gentlemen: We have acted as special counsel to Advanta Bank Corp. and Advanta Business Receivables Corp. (both as described below) and to Advanta Business Card Master Trust, a common law trust organized under the laws of the State of Delaware (the "Issuer") as issuer of the asset backed notes described below in connection with the transactions described in (a) the Trust Agreement dated as of August 1, 2000 (the "Trust Agreement") between Advanta Business Receivables Corp., a Nevada corporation, as Transferor (the "Transferor") and Wilmington Trust Company, a Delaware corporation, as owner trustee (the "Owner Trustee"); (b) the Master Indenture dated as of August 1, 2000 (the "Master Indenture") between the Issuer, as issuer, and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), a New York banking corporation, as indenture trustee (the "Indenture Trustee"); (c) the Transfer and Servicing Agreement dated as of August 1, 2000 (the "Transfer and Servicing Agreement") among the Transferor, Advanta Bank Corp., a Utah industrial bank, as servicer (the "Servicer"), and the Issuer, as issuer; (d) the AdvantaSeries Indenture Supplement dated as of November 1, 2004 (the "AdvantaSeries Indenture Supplement") between the Issuer and the Indenture Trustee; (e) the Class A(2005-A2) Terms Document dated as of July 7, 2005 between the Issuer and the Indenture Trustee (the "Terms Document"); (f) the form of Class A(2005-A2) Asset Backed Notes (the "Offered Notes") to be issued by the Trust; (g) the Receivables Purchase Agreement dated as of August 1, 2000 (the "Receivables Purchase Agreement") between the Servicer, as seller, and the Transferor, as purchaser, pursuant to which the Servicer has agreed to sell and the Transferor has agreed to purchase certain credit card receivables (the "Receivables"); and (h) the Administration Agreement dated as of August 1, 2000 (the "Administration Agreement") between the Issuer and the Servicer, as administrator. The Transferor has conveyed and has agreed to convey from time to time additional Receivables to the Issuer, and the Issuer proposes to issue the Offered Notes (which will be offered pursuant to a prospectus dated June 29, 2005 (the "Prospectus") and a prospectus supplement dated June 29, 2005 (the "Class A(2005-A2) Prospectus Supplement")). Terms used and not defined herein that are defined in the Trust Agreement or in the Master Indenture shall have the meanings provided in the Trust Agreement or the Master Indenture, as the case may be. To the Persons Listed on the Appendix hereto July 7, 2005 Page 2 of 5 We have reviewed originals or copies, identified to our satisfaction, of the Trust Agreement, the Master Indenture, the Transfer and Servicing Agreement, the AdvantaSeries Indenture Supplement, the Terms Document, the Receivables Purchase Agreement, the Administration Agreement, and such other documents as we have deemed necessary or appropriate as a basis for the opinion set forth below. In rendering this opinion, we have assumed that the Offered Notes will be issued in accordance with the Trust Agreement, the Master Indenture, the AdvantaSeries Indenture Supplement and the Terms Document; that the Issuer will be governed by the terms of the Trust Agreement, and that the parties thereto (including the Noteholders) will comply with the terms of the Trust Agreement and the other agreements referred to above. We have relied on representations from the Servicer contained in an officer's certificate, a copy of which is attached hereto, that none of the Receivables are secured by real property, and that 100% of the beneficial interest in the Trust will be owned directly by the Servicer. We have not independently verified the accuracy of these representations. Based upon the foregoing, and subject to the qualifications stated herein, we are of the opinion that, for Federal income tax purposes: 1. although no transaction closely comparable to that contemplated herein has been the subject of any Treasury regulation, revenue ruling or judicial decision, the Issuer will not be classified as an association or as a publicly traded partnership taxable as a corporation for Federal income tax purposes. As a result, we are of the opinion that the Issuer will not be subject to Federal income tax; and 2. although no transaction closely comparable to that contemplated herein has been the subject of any Treasury regulation, revenue ruling or judicial decision, the Offered Notes will be characterized as debt for Federal income tax purposes. There are no existing regulations under section 385 of the Code defining instruments as equity or indebtedness for Federal income tax purposes. Furthermore, there are no controlling regulations, published rulings, or judicial decisions involving securities with terms substantially the same as the Offered Notes that discuss, for Federal income tax purposes whether the securities constitute equity or debt. In general, whether a transaction constitutes the issuance of indebtedness for Federal income tax purposes is a question of fact, the resolution of which is based primarily upon the economic substance of the instruments and the transaction pursuant to which they are issued rather than the form of the transaction or the manner in which the instruments are labeled. The Internal Revenue Service and the courts have set forth various factors to be taken into account in determining whether or not a transaction constitutes the issuance of indebtedness for Federal income tax purposes, which we have reviewed as they apply to this transaction. Therefore, our opinion regarding the characterization of the Offered Notes as debt for Federal income tax purposes is based upon rulings and judicial decisions under the Code involving situations that we consider to be analogous and an analysis of all of the facts and circumstances surrounding the issuance and sale of the Offered Notes. To the Persons Listed on the Appendix hereto July 7, 2005 Page 3 of 5 3. the issuance of the Offered Notes will not adversely affect the tax characterization as debt of Notes of any outstanding Series, Class or Tranche that were characterized as debt for Federal income tax purposes at the time of their issuance; and 4. the issuance of the Offered Notes will not cause or constitute an event in which gain or loss would be recognized by any Noteholder. You should be aware that this opinion represents conclusions as to the application to the Issuer and the Notes of existing law, regulations, and administrative rules and practices. Our analysis is based on provisions of the Internal Revenue Code of 1986, and the Treasury Regulations promulgated thereunder as in effect on the date hereof and on existing judicial and administrative interpretations thereof. These authorities are subject to change and to differing interpretations, which could apply retroactively. Our opinion is not binding on the courts or the Internal Revenue Service. We do not express any opinion, either implicitly or otherwise, on any issues not expressly addressed herein. The foregoing opinions are being rendered for the benefit only of the addressees listed on the Appendix attached hereto in connection with the transactions contemplated by the documents referred to above and may not be disclosed to, quoted to or relied upon by any other person or entity or for any other purpose without the express prior written consent of the undersigned. However, each of you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by the documents referred to herein and all materials of any kind (including opinions or other tax analyses) that are provided to you relating to such tax treatment and tax structure. This opinion letter is based upon the current state of the law and facts as of the date hereof and we hereby expressly disclaim any obligation to advise you of any changes that may occur hereafter with respect to any of the matters addressed herein. We hereby consent to the filing of this opinion letter as Exhibit 8.1 to the registration statement of which the Prospectus is a part and the use of our name under the captions "Summary of Terms -- Tax Status" and "Legal Matters" in the Prospectus Supplement and "Prospectus Summary -- Tax Status" and "Legal Matters" and "Federal Income Tax Consequences" in the Prospectus. Very truly yours, /s/ Wolf, Block, Schorr and Solis-Cohen LLP ------------------------------------------------ WOLF, BLOCK, SCHORR and SOLIS-COHEN LLP APPENDIX -------- Advanta Business Card Master Trust c/o Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, Delaware 19890-0001 Advanta Business Receivables Corp. 2215 B Renaissance Drive, Suite 5 Las Vegas, Nevada 89119 Advanta Bank Corp. 11850 South Election Road Draper, Utah 84020 Merrill Lynch, Pierce, Fenner & Smith Incorporated, as a Representative of the Underwriters 4 World Financial Center, 10th Floor New York, New York 10080 Deutsche Bank Trust Company Americas, as Indenture Trustee 60 Wall Street, 26th Floor New York, New York 10005 Deutsche Bank Securities Inc. as a Representative of the Underwriters 60 Wall Street, 19th Floor New York, New York 10005 Moody's Investors Service, Inc. 99 Church Street New York, New York 10007 Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. 55 Water Street New York, New York 10041 Wilmington Trust Company, as Owner Trustee Rodney Square North 1100 North Market Street Wilmington, Delaware 19890-0001 ADVANTA BANK CORP. In connection with the opinion that Wolf, Block, Schorr and Solis-Cohen LLP ("Wolf Block") proposes to render regarding certain federal tax matters in connection with the execution and delivery of the Class A(2005-A2) Terms Document, we recognize that Wolf Block will be relying on this certification as part of the factual basis for its opinion and hereby certify to you as follows: None of the Receivables transferred to the Trust are secured by real property, and we will not in the future transfer to the Trust any Receivables that are secured by real property; One hundred percent of the beneficial interest in the Trust is owned directly by Advanta Bank Corp.; and We will take or cause to be taken such acts or actions as may be necessary to ensure that the Trust complies with the private placement safe harbor from publicly traded partnership status (within the meaning of Section 7704 of the Internal Revenue Code of 1986) set forth in Treasury Regulation Section 1.7704-1(h)(1). Capitalized terms that are used but not defined herein shall have the meanings ascribed thereto in the opinion of Wolf Block delivered to us on the date hereof. ADVANTA BANK CORP. By:__________________________________ Name: Michael Coco Title: Vice President and Treasurer Dated: July 7, 2005
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