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                                                                     Exhibit 8.1




               [Letterhead of Orrick, Herrington & Sutcliffe LLP]

                                  June 6, 2000



Fleet Bank (RI), National Association
111 Westminster Street
Providence, Rhode Island  02903

         Re:  FLEET CREDIT CARD MASTER TRUST II
              FLEET BANK (RI), NATIONAL ASSOCIATION (SELLER AND SERVICER)
              REGISTRATION STATEMENT ON FORM S-3 NO. 333-


Ladies and Gentlemen:

         We have acted as counsel for Fleet Bank (RI), National Association, a
national banking association (the "Bank"), in connection with the preparation of
the Registration Statement on Form S-3 (the "Registration Statement") filed on
June 6, 2000 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 (collectively, the "Certificates") to be issued from time to
time in series (each, a "Series") and representing an undivided interest in
Fleet Credit Card Master Trust II (the "Trust"). Such Certificates will be
issued pursuant to a pooling and servicing agreement (the "Pooling and Servicing
Agreement"), between the Bank, as Seller and Servicer by assignment from the
previous seller and servicer, and Bankers Trust Company, 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 heading "Federal Income Tax Consequences," and
the statements set forth in the prospectus supplement relating to the
Certificates (the "Prospectus Supplement") forming a part of the Registration
Statement under the headings "Summary of Terms--Tax Status" and "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 note that the form of Prospectus Supplement does not relate to a
specific transaction. Accordingly, the above-referenced description of federal
income tax consequences and opinions may, under certain circumstances, require
modification in the context of an actual transaction. In the event that our
opinions referred to in the preceding paragraph were to require modification in
the context of an actual transaction, we hereby undertake, if we are special tax
counsel to the Bank with respect to such transaction, to include any such
modifications in a tax


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Fleet Bank (RI), National Association
June 6, 2000
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opinion (including a consent to filing) filed with the Securities and Exchange
Commission pursuant to a post-effective Amendment or Form 8-K prior to the time
of sales.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. 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, HERINGTON & SUTCLIFFE LLP

                                     ORRICK, HERRINGTON & SUTCLIFFE LLP