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                                                                     Exhibit 5.1

               [Letterhead of Orrick, Herrington & Sutcliffe LLP]


                                  June 11, 2001


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

                  RE: Fleet Credit Card Master Trust II, Series 2001-B

Ladies and Gentlemen:

                  We have acted as special counsel for Fleet Bank (RI), National
Association, a national banking association ("Fleet (RI)"), in connection with
(i) the Registration Statement on Form S-3 Nos. 333-38650 and 333-38650-01 (the
"Registration Statement") 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 and (ii) the Amended and Restated
Pooling and Servicing Agreement, dated as of December 1, 1993 (as amended by
Amendment Number 1 to the Amended and Restated Pooling and Servicing Agreement,
dated as of July 1, 1994, as further amended by Amendment Number 2 to the
Amended and Restated Pooling and Servicing Agreement, dated as of October 6,
1995, as further amended by Amendment Number 3 to the Amended and Restated
Pooling and Servicing Agreement, dated as of February 20, 1998, as further
amended by Amendment Number 4 to the Amended and Restated Pooling and Servicing
Agreement, dated as of May 14, 1999, as further amended by Amendment Number 5 to
the Amended and Restated Pooling and Servicing Agreement, dated as of December
29, 2000, and as further amended by Amendment Number 6 to the Amended and
Restated Pooling and Servicing Agreement, dated as of March 30, 2001, and as
assigned by Advanta National Bank to Fleet (RI) pursuant to an Assignment and
Assumption Agreement, dated as of February 20, 1998 (the "Assignment and
Assumption Agreement") among Advanta National Bank, Fleet (RI), Fleet Credit
Card, LLC and Bankers Trust Company, as Trustee, the "Pooling and Servicing
Agreement"), between Fleet (RI), as Seller and Servicer, and Bankers Trust
Company, as Trustee for the Fleet Credit Card Master Trust II (the "Trust").

                  Fleet (RI) proposes to cause the Trust to sell the Fleet
Credit Card Master Trust II Class A Asset Backed Certificates, Series 2001-B
(the "Class A Certificates") and Class B Asset Backed Certificates, Series
2001-B (the "Class B Certificates" and together with the Class A Certificates,
the "Certificates"). Such Certificates will be issued under the Series 2001-B
Supplement to the Pooling and Servicing Agreement.

                  We have examined such instruments, documents and records as we
deemed relevant and necessary as a basis of our opinion hereinafter expressed.
In such examination, we
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Fleet Bank (RI), National Association
June 11, 2001
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have assumed the following: (a) the authenticity of original documents and the
genuineness of all signatures; (b) the conformity to the originals of all
documents submitted to us as copies; and (c) the truth, accuracy and
completeness of the information, representations and warranties contained in the
records, documents, instruments and certificates we have reviewed.

                  Based on such examination, we are of the opinion that when the
Certificates have been duly executed, authenticated and delivered in accordance
with the Pooling and Servicing Agreement, and sold in the manner described in
the Registration Statement and the prospectus and prospectus supplements
relating thereto, the Certificates will be legally issued, fully paid,
non-assessable and binding obligations of the Trust and the holders of the
Certificates will be entitled to the benefits of such Pooling and Servicing
Agreement, except as enforcement thereof may be limited by applicable
bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance,
moratorium, or other laws relating to or affecting the rights of creditors
generally and general principles of equity, including without limitation
concepts of materiality, reasonableness, good faith and fair dealing, and the
possible unavailability of specific performance or injunctive relief, regardless
of whether such enforceability is considered in a proceeding in equity or at
law.

                  We hereby consent to the filing of this opinion by Fleet (RI)
on behalf of the Trust as an exhibit to a Current Report on Form 8-K for
incorporation into the Registration Statement by reference thereto and to the
use of our name wherever appearing in the Registration Statement and the
prospectus contained therein. In giving such consent, we do not admit that we
are "experts," within the meaning of the term as 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