[SKADDEN LETTERHEAD]

                                                     September 22, 2003


Target Receivables Corporation
1000 Nicollet Mall
Suite 3136
Minneapolis, MN 55402


                  Re:      Amendment No. 1 to the Registration Statement on
                           Form S-3 of Target Receivables Corporation to the
                           Target Credit Card Master Trust

Dear Ladies and Gentlemen:

         We have acted as special tax counsel in connection with the filing with
the Securities and Exchange Commission (the "Commission") contemporane ously
herewith of Amendment No. 1 to the registration statement on Form S-3 (No.
333-95585) of Target Receivables Corporation (together with all amendments
thereto, the "Registration Statement") relating to the issuance by Target Credit
Card Master Trust of asset backed certificates ("Certificates") established
pursuant to an Amended and Restated Pooling and Servicing Agreement, dated as of
April 28, 2000 (the "Pooling Agreement") and various Supplements thereto (each,
a "Supplement") to be entered into from time to time (collectively, the
"Agreement")1 between Target Receivables Corporation, as transferor (the
"Transferor"), Retailers National Bank ("RNB"), as servicer (the "Servicer"),
and Wells Fargo Bank Minnesota, N.A., as trustee (the "Trustee"). In connection
therewith, you have requested our opinion regarding certain descriptions of tax
consequences contained in the form of prospectus and the form of prospectus
supplement (together, the "Prospectus") included in the Registra tion Statement.

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1        All capitalized terms used below that are not otherwise defined have
         the same meaning as set forth in the Pooling Agreement.

         In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of (i) forms of the Prospectus; (ii)
the Agreement; (iii) the Amended and Restated Bank Receivables Purchase
Agreement, dated as of April 28, 2000 between RNB and Target Capital
Corporation, a Minne sota Corporation ("TCC"), (iv) the Amended and Restated
Receivables Purchase Agreement, dated as of April 28, 2000 between TCC and the
Transferor, (v) a demand note evidencing indebtedness of Target Corporation
(formerly known as Dayton Hudson Corporation), a Minnesota corporation, as maker
to Target Receiv ables Corporation as Payee; (vi) the Participation Supplement,
between the Trans feror, the Servicer, as purchaser of the Participation, and
the Trustee; and (vii) such corporate records, agreements, documents and other
instruments (collectively, the "Documents"), and have made such inquiries of
such officers and representatives of the Transferor, as we have deemed relevant
and necessary as a basis for the opinion hereinafter set forth.

         In such examination, we have assumed the genuineness of all signa
tures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such latter
documents. We have further assumed (i) that the Documents and Certificates as
executed and delivered by the requisite signatories thereto will conform in
substance and form in all material respects to the respective forms thereof
examined by us, (ii) timely compliance by all parties to the various Documents
to the terms thereof (without waiver of any of the terms thereof) and (iii) that
the Documents constitute all the agreements, understand ings, and arrangements
between the parties thereto with respect to the transactions contemplated
therein and the Certificates.

         As special tax counsel to the Transferor, we will advise the Transferor
with respect to material federal income tax aspects of the proposed issuance of
each series of Certificates and we hereby confirm that our advice conforms to
the descrip tions of the selected federal income tax consequences for holders of
such Certificates that appear under the headings "Federal Income Tax
Considerations" in the Prospec tus. Such descriptions do not purport to discuss
all possible federal income tax ramifications of the proposed issuance of the
Certificates, but with respect to those federal income tax consequences that are
discussed, in our opinion, the descriptions are accurate in all material
respects.

         This opinion 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 of
Certificates as a result of changes in facts and circumstances, changes in the
terms of documents reviewed by us, or changes in the law subsequent to the date
hereof.

         This opinion pertains only to those series of Certificates for which
our firm is named as counsel to the Transferor in the related Prospectus.

         We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to this firm under the heading
"Federal Income Tax Considerations" in the Prospectus which forms a part of the
Registration Statement, without admitting that we are "experts" within the
meaning of the Securities Act of 1933, as amended, or the Rules and Regulations
of the Commission issued thereunder, with respect to any part of the
Registration Statement, including this exhibit.


                                       Very truly yours,