Exhibit 8.1
April 10, 2008
American
Express Receivables Financing Corporation II
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
American
Express Receivables Financing Corporation IV LLC
4315 South 2700 West, Room 1100, 02-01-58
Salt Lake City, Utah 84184
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Re: |
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American Express Credit Account
Master Trust |
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Class A Series 2008-3
Floating Rate Asset Backed Certificates |
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Class B Series 2008-3
Floating Rate Asset Backed Certificates |
Ladies
and Gentlemen:
We have advised American Express
Receivables Financing Corporation II, American Express Receivables
Financing Corporation III LLC and American Express Receivables
Financing Corporation IV LLC (the “Registrants”) with
respect to certain federal income tax aspects of the issuance by
the Registrants of the Class A Series 2008-3 Floating
Rate Asset Backed Certificates (the “Class A
Certificates”) and the Class B Series 2008-3
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, 20
