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) January 23, 2013
CAPITAL ONE FUNDING, LLC
ON BEHALF OF THE
CAPITAL ONE MASTER TRUST
(Issuing Entity in respect of the COMT Collateral Certificate)
AND THE
CAPITAL ONE MULTI-ASSET
EXECUTION TRUST
(Issuing Entity in respect of the Notes)
(Exact name of registrant as specified in its charter)
| Virginia | 333-167097, 333-167097-01, 333-167097-02 |
54-2058720 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
| 140 East Shore Drive Room 1071-B Glen Allen, Virginia |
23059 | |
| (Address of Principal Executive Office) | (Zip Code) |
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 9 - Financial Statements and Exhibits
| Item 9.01(d) Exhibits. |
The following are filed as Exhibits to this Report.
| Exhibit 5.1 |
Opinion of Chapman and Cutler LLP with respect to legality of the Notes. | |
| Exhibit 5.2 |
Opinion of Chapman and Cutler LLP with respect to legality of the COMT Collateral Certificate. | |
| Exhibit 8.1 |
Opinion of Chapman and Cutler LLP with respect to tax matters. | |
| Exhibit 23.1 |
Consent of Chapman and Cutler LLP (included in its opinions filed as Exhibits 5.1, 5.2 and 8.1). | |
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.
| CAPITAL ONE FUNDING, LLC | ||||
| By: | /s/ Franco E. Harris | |||
| Name: | Franco E. Harris | |||
| Title: | Assistant Vice President | |||
January 23, 2013
EXHIBIT INDEX
| Exhibit |
Description | |
| 5.1 | Opinion of Chapman and Cutler LLP with respect to legality of the Notes. | |
| 5.2 | Opinion of Chapman and Cutler LLP with respect to legality of the COMT Collateral Certificate. | |
| 8.1 | Opinion of Chapman and Cutler LLP with respect to tax matters. | |
| 23.1 | Consent of Chapman and Cutler LLP (included in its opinions filed as Exhibits 5.1, 5.2 and 8.1). | |
Exhibit 5.1
[Letterhead of Chapman and Cutler LLP]
January 23, 2013
Capital One Funding, LLC
140 East Shore Drive, Room 1071-B
Glen Allen, Virginia 23059
| Re: | Capital One Multi-asset Execution Trust | |||
| Capital One Master Trust | ||||
| Capital One Funding, LLC (Depositor) | ||||
| Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as counsel for Capital One Funding, LLC, a Virginia limited liability company, in connection with the Registration Statement on Form S-3 (the “Registration Statement”), initially filed on May 26, 2010 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), for the registration under the Act of series (each, a “Series”) of notes (collectively, the “Notes”), each such Series of Notes representing obligations of the Capital One Multi-asset Execution Trust (the “Trust”). Each Series of Notes will be issued pursuant to an Indenture (the “Master Indenture”), as supplemented by an Asset Pool Supplement relating to each pool of assets (each, an “Asset Pool Supplement”) and an Indenture Supplement relating to such Series (each, an “Indenture Supplement” and, in each such case, together with the Asset Pool Supplement and the Master Indenture, the “Indenture”), in each case between the Trust and The Bank of New York Mellon, as Indenture Trustee.
We have examined such instruments, documents and records as we deemed relevant and necessary as a basis of our opinion hereinafter expressed. In such examination, we 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 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, we are of the opinion that when the Notes of each Series have been duly executed, authenticated and delivered in accordance with the Indenture, and sold in the manner described in the Registration Statement, any amendment thereto and the prospectus and prospectus supplement relating thereto, the Notes will be legally issued, fully paid, non-assessable and binding obligations of the Trust, and the holders of the Notes of such Series will be entitled to the benefits of such Indenture, 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.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name wherever appearing in the Registration Statement and the prospectus contained therein. 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/ CHAPMAN AND CUTLER LLP |
| CHAPMAN AND CUTLER LLP |
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Exhibit 5.2
[Letterhead of Chapman and Cutler LLP]
January 23, 2013
Capital One Funding, LLC
140 East Shore Drive, Room 1071-B
Glen Allen, Virginia 23059
| Re: | Capital One Multi-asset Execution Trust | |||
| Capital One Master Trust | ||||
| Capital One Funding, LLC (Depositor) | ||||
| Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as counsel for Capital One Funding, LLC, a Virginia limited liability company (“Funding”), in connection with the Registration Statement on Form S-3 (the “Registration Statement”), initially filed on May 26, 2010 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), for the registration under the Act of series (each, a “Series”) of notes (collectively, the “Notes”), each such Series of Notes representing obligations of the Capital One Multi-asset Execution Trust. Initially, each Series of Notes will be secured by a security interest in a Master Trust Collateral Certificate (the “Certificate”), which represents an undivided interest in the Capital One Master Trust (the “Trust”). The Certificate will be issued pursuant to a pooling and servicing agreement (as amended, the “Pooling and Servicing Agreement”), which will be among Capital One Bank (USA), National Association, as Servicer, Funding, as Transferor, and The Bank of New York Mellon, as Trustee.
We have examined such instruments, documents and records as we deemed relevant and necessary as a basis of our opinion hereinafter expressed. In such examination, we 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 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, we are of the opinion that when the Certificate has been (a) duly authorized by appropriate corporate action; (b) executed, authenticated and delivered in accordance with the Pooling and Servicing Agreement; and (c) sold in the manner described in the Registration Statement, any amendment thereto and the prospectus and prospectus supplement relating thereto, the Certificate will be a legally issued, fully paid, non-assessable and binding obligation of the Trust, and the holder of the Certificate will be entitled to the benefits of such 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.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name wherever appearing in the Registration Statement and the prospectus contained therein. 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/ CHAPMAN AND CUTLER LLP |
| CHAPMAN AND CUTLER LLP |
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Exhibit 8.1
[Letterhead of Chapman and Cutler LLP]
January 23, 2012
Capital One Funding, LLC
140 East Shore Drive, Room 1071-B
Glen Allen, Virginia 23059
| Re: | Capital One Multi-asset Execution Trust | |||
| Capital One Master Trust | ||||
| Capital One Funding, LLC (Depositor) | ||||
| Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as counsel for Capital One Funding, LLC, a Virginia limited liability company, in connection with the Registration Statement on Form S-3 (the “Registration Statement”), initially filed on May 26, 2010 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), for the registration under the Act of the offering of series (each, a “Series”) of notes (collectively, the “Notes”), each such Series of Notes representing obligations of Capital One Multi-asset Execution Trust (the “Trust”). Each Series of Notes is comprised of a number of classes of Notes (each, a “Class”). Each Class of Notes is comprised of a number of tranches of Notes (each, a “Tranche”). Each Series of Notes will be issued pursuant to an Indenture (the “Master Indenture”), as supplemented by an Asset Pool Supplement relating to each pool of assets (each, an “Asset Pool Supplement”) and an Indenture Supplement relating to such Series (each, an “Indenture Supplement” and, in each such case, together with the Asset Pool Supplement and the Master Indenture, the “Indenture”), in each case between the Trust and The Bank of New York Mellon, as Indenture Trustee.
SCOPE OF REVIEW; ASSUMPTIONS
Our opinion is based on the Internal Revenue Code of 1986, as amended, administrative rulings, judicial decisions, Treasury regulations and other applicable authorities, all as in effect and available on the date hereof. The statutory provisions, regulations and interpretations on which our opinion is based are subject to change, possibly retroactively. As more fully described in the prospectus relating to the Notes forming a part of the Registration Statement (the “Prospectus”) under the heading “Federal Income Tax Consequences,” and the immediately succeeding paragraph, there can be no assurance that contrary positions will not be taken by the Internal Revenue Service.
In formulating our opinions, we have reviewed (i) the Prospectus, (ii) the Indenture, (iii) the Asset Pool Supplement, (iv) the Amended and Restated Limited Liability Company Agreement of Capital One Funding, LLC, First Amendment, dated July 31, 2002, as amended by the First Amendment thereto, dated March 1, 2008, (v) the Second Amended and Restated Trust Agreement of the Trust, dated as of January 13, 2006, (vi) the Amended and Restated Pooling and Servicing Agreement of Capital One Master Trust, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as further amended by the First Amendment thereto, dated as of March 1, 2008, and the Second Amendment thereto, dated as of July 15, 2010, and the Series 2002-CC Supplement thereto, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, each among Funding, the Bank and the Trustee, each by and among Capital One Funding, LLC, as Transferor, the Bank, as Servicer and The Bank of New York Mellon, as trustee and (vii) other documents provided to us that we have deemed necessary or appropriate to review as a basis for this opinion. Additionally, this opinion letter is based on the facts and circumstances set
forth in the Prospectus and in the other documents reviewed by us. Our opinion as to the matters set forth herein could change with respect to a particular Series, Class or Tranche of Notes as a result of changes in facts and circumstances, changes in the terms of the documents reviewed by us or changes in the law subsequent to the date hereof. Because the Prospectus contemplates Series, Classes and Tranches of Notes with numerous different characteristics, the particular characteristics of each Series, Class or Tranche of Notes and any more specific tax discussion set forth in the prospectus supplement pursuant to which a particular Series, Class or Tranche of Notes is offered must be considered in determining the applicability of this opinion to any such Series, Class or Tranche of Notes.
In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or other copies, and the authenticity of the originals of such copies.
In rendering our opinions, we have also assumed that the transactions described in or contemplated by the foregoing documents have been or will be consummated in accordance with such operative documents, and that such documents accurately reflect the material facts of such transactions.
Finally, you have informed us that prior to February 17, 2012, Orrick, Herrington & Sutcliffe LLP acted as your special tax counsel with respect to the Master Trust, the Trust and the Notes, and in that capacity rendered opinions regarding the classification of the Master Trust, the Trust and the Notes for federal income tax purposes and certain other federal income tax matters required to be addressed pursuant to the transaction documents prior to such date. We have assumed the accuracy of such opinions and any other opinions addressing tax matters delivered pursuant to the transaction documents prior to such date, and have not been asked to and have not investigated any matters covered by any such opinions nor reviewed any of the transaction documents or instruments referenced therein except as otherwise specifically referenced herein.
OPINION
Based on the foregoing, we hereby confirm that the statements set forth in the Prospectus under the heading “Federal Income Tax Consequences” which statements have been prepared by us, to the extent that they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects, and we hereby adopt and confirm the opinions set forth therein.
We impose no limit on your disclosure of this opinion or the tax treatment or tax structure of the transactions described in the Prospectus. However, we are furnishing this opinion to you solely in connection with the Registration Statement and it cannot be relied upon by any other person or for any other purpose without our express written permission.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We also consent to the reference to Chapman and Cutler LLP under the captions “Legal Matters” and “Federal Income Tax Consequences” in the Prospectus. In giving such consent, we do not admit that we are “experts,” within the meaning of the term 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/ CHAPMAN AND CUTLER LLP |
| CHAPMAN AND CUTLER LLP |
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