[Letterhead of]

                          FARELLA BRAUN & MARTEL LLP



February 20, 1997



First Deposit National Bank
295 Main Street
Tilton, New Hampshire 03276

Providian National Bank
53 Regional Drive
Concord, New Hampshire 03301

         Re:      First Deposit Master Trust Asset Backed
                  Certificates

Ladies and Gentlemen:

         We have acted as special California tax 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 on or about February 20,
1997 (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 (the "Pooling and Servicing
Agreement"), among FDNB, PNB and Bankers Trust Company, as
Trustee, and a Series Supplement to the Pooling and
Servicing Agreement among FDNB, PNB and the Trustee,
substantially in the forms incorporated by referenced as
Exhibits 4.1 and 4.2 respectively, to the Registration
Statement.

         We hereby confirm that the statements set forth in the
prospectus (the "Prospectus") forming a part of the
Registration Statement under the sub-heading "State and
Local Tax Consequences - California", appearing under the



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heading "Tax Matters," accurately describe the material
California state tax consequences to holders of the
Certificates.

         We know that we are referred to under the headings "Tax
Matters" and "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 8.2
and 24.2 thereto.



                                            Very truly yours,



                                            /s/ Farella Braun & Martel LLP
                                            FARELLA BRAUN & MARTEL LLP