Exhibit 8.1





                                 March 10, 2006

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 1300, 02-01-58
Salt Lake City, Utah 84184

Re:  American Express Credit Account Master Trust,
     Registration Statement on Form S-3

Ladies and Gentlemen:

         We have acted as special counsel for American Express Receivables
Financing Corporation II ("RFC II"), American Express Receivables Financing
Corporation III LLC ("RFC III") and American Express Receivables Financing
Corporation IV LLC ("RFC IV") in connection with the preparation of the
Registration Statement on Form S-3 (the "Registration Statement"), which has
been filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Act"), for the registration under the Act of Asset
Backed Certificates (the "Certificates") representing an undivided interest in
the American Express Credit Account Master Trust (the "Trust"). The Certificates
are to be issued pursuant to the Pooling and Servicing Agreement, dated as of
May 16, 1996, as amended and restated as of January 1, 2006, and as otherwise
amended from time to time, among RFC II, RFC III, RFC IV, American Express
Travel Related Services Company, Inc., as servicer, and The Bank of New York, as
trustee.

         We hereby confirm that the statements set forth in the prospectus
relating to the Certificates (the "Prospectus") forming a part of the
Registration Statement under the headings "Prospectus Summary-Tax Status" and
"Tax Matters," to the extent that they constitute matters of law or legal
conclusions with respect thereto, are correct in all material respects and we
hereby confirm the opinions set forth under such headings. As more fully
described in the immediately succeeding paragraph, there can be no assurance,
however, that contrary positions will not be taken by the Internal Revenue
Service or that the law will not change.

         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 or
Class of Certificates 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. As the Registration Statement contemplates Series and
Classes of Certificates with numerous different characteristics, the particular
characteristics of each Series or Class of Certificates must be considered in
determining the applicability of this opinion to a particular Series of Class of
Certificates.


         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to Orrick, Herrington &
Sutcliffe LLP under the captions "Legal Matters" and "Tax Matters" 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/ Orrick, Herrington & Sutcliffe LLP

                                   Orrick, Herrington & Sutcliffe LLP











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