[Letterhead of]
                                       
                            CRAVATH, SWAINE & MOORE
                                       



 
                                                             February 20, 1997


                          First Deposit Master Trust
                           Asset Backed Certificates


Dear Sirs:


                  We have acted as counsel for First Deposit
National Bank, a national banking association ("FDNB"), and
Providian National Bank, a national banking association
("PNB"), in connection with the filing by FDNB and PNB, on
behalf of the First Deposit Master Trust (the "Trust"), with
the Securities and Exchange Commission of a Registration
Statement on Form S-3 (the "Registration Statement")
registering Asset Backed Certificates representing undivided
interests in certain assets of the Trust (the
"Certificates").  The Certificates of a particular Series
will be issued pursuant to the Pooling and Servicing
Agreement dated as of June 1, 1993 (the "Pooling and
Servicing Agreement"), among FDNB, PNB and Bankers Trust
Company, as Trustee, and a related Series Supplement to the
Pooling and Servicing Agreement (a "Series Supplement")
among FDNB, PNB and the Trustee, substantially in the forms
filed as Exhibits 4.1 and 4.2, respectively, to the
Registration Statement.

                  In that connection, we have examined originals or
copies, certified or otherwise identified to our
satisfaction of such documents, corporate records,
certificates of public officials and other instruments as we
have deemed necessary or advisable for purposes of this
opinion.




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                  Based upon the foregoing, we are of opinion as
follows:

                  1.  The Pooling and Servicing Agreement has been
duly authorized, executed and delivered by each of FDNB and
PNB, and constitutes the legal, valid and binding obligation
of each of FDNB and PNB enforceable against FDNB and PNB in
accordance with its terms (subject to applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium
or other laws affecting creditors' rights generally from
time to time in effect).  The enforceability of the
obligations of FDNB and PNB under the Pooling and Servicing
Agreement is also subject to general principles of equity
(regardless of whether such enforceability is considered in
a proceeding in equity or at law) and no opinion is
expressed as to the availability of equitable remedies,
including specific performance and injunctive relief.

                  2.  When the Series Supplement relating to a
particular Series of Certificates is duly authorized,
executed and delivered by each of FDNB, PNB and the Trustee,
such Series Supplement will constitute the legal, valid and
binding obligations of each of FDNB and PNB enforceable
against FDNB and PNB in accordance with its terms (subject
to applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium or other laws affecting
creditors' rights generally from time to time in effect).
The enforceability of the obligations of FDNB and PNB under
such Series Supplement is also subject to general principles
of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law) and no
opinion is expressed as to the availability of equitable
remedies, including specific performance and injunctive
relief.

                  3.  When the Certificates of a particular Series
have been duly authorized by FDNB and PNB, when such
Certificates have been duly executed and authenticated in
accordance with the terms of the Pooling and Servicing
Agreement and the related Series Supplement and when such
Certificates have been delivered and sold as contemplated by
the Registration Statement, such Certificates will be
validly issued and outstanding and entitled to the benefits
provided for by the Pooling and Servicing Agreement and such
Series Supplement.




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                  We are admitted to practice only in New York and
our opinion is limited to matters governed by the laws of
the State of New York and the Federal laws of the United
States.

                  We know that we are referred to under the heading
"Legal Matters" in the Prospectus forming a part of the
Registration Statement, and we hereby consent to such use of
our name therein and to the use of this opinion for filing
with the Registration Statement as Exhibits 5.1 and 24.1
thereto.



                                            Very truly yours,


                                            /s/ CRAVATH, SWAINE & MOORE


First Deposit National Bank
      295 Main Street
           Tilton, NH 03276

Providian National Bank
      53 Regional Drive
           Concord, NH 03301

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