1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) October 15, 2001 Fleet Bank (RI), National Association (Exact name of registrant as specified in its charter) on behalf of the Fleet Credit Card Master Trust II United States 333-38650-01 050495490 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification Number) 111 Westminster Street Providence, Rhode Island 02903 (Address of Principal Executive Office) (Zip Code) Registrant's telephone number, including area code (401) 278-5451 N/A (Former Name or Former Address, if Changed Since Last Report) 2 INFORMATION TO BE INCLUDED IN THE REPORT Item 1. Not Applicable. Item 2. Not Applicable. Item 3. Not Applicable. Item 4. Not Applicable. Item 5. On October 15, 2001, Orrick, Herrington & Sutcliffe LLP delivered its legality opinion with respect to Series 2001-C. Item 6. Not Applicable. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. Exhibits 5.1 Legality Opinion of Orrick, Herrington & Sutcliffe LLP. 23.1 Consent of Orrick, Herrington & Sutcliffe LLP (included in opinion filed as Exhibit 5.1) Item 8. Not Applicable. Item 9. Not Applicable. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FLEET BANK (RI), NATIONAL ASSOCIATION On behalf of the Fleet Credit Card Master Trust II By: /s/ Jeffrey A. Lipson ---------------------------------- Name: Jeffrey A. Lipson Title: Vice President 4 EXHIBIT INDEX Exhibit Description 5.1 Legality opinion of Orrick, Herrington & Sutcliffe LLP 23.1 Consent of Orrick, Herrington & Sutcliffe LLP (included in opinion filed as Exhibit 5.1)