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                                                                     Exhibit 8.1


               [Letterhead of Orrick, Herrington & Sutcliffe LLP]



                                   May 13, 1998



Fleet Bank (RI), National Association
50 Kennedy Plaza
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 May 13, 1998 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 headings "Summary of Terms --Tax Status" and
"Federal Income Tax Consequences," and the statements set forth in the
representative form of 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 confirm the opinions set forth therein.

                  We note that the Prospectus and form of Prospectus Supplement
do 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.



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Fleet Bank (RI), National Association
May 13, 1998
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                  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, HERRINGTON & SUTCLIFFE LLP

                                      ORRICK, HERRINGTON & SUTCLIFFE LLP