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                                                                     Exhibit 5.1



               [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 Registration
Statement on Form S-3 (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
(collectively, the "Certificates") to be issued from time to time in series
(each, a "Series") and representing undivided interests in the Fleet Credit
Card Master Trust II (the "Trust").  Such Certificates will be issued pursuant
to the Amended and Restated Pooling and Servicing Agreement, as amended (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 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 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
issuance of each Series of the Certificates has been duly authorized by the
appropriate corporate action and the Certificates of such Series 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, any amendment thereto and the prospectus and prospectus supplement
relating thereto, the Certificates will be legally issued, fully paid,
non-assessable and binding obligations
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Fleet Bank (RI), National Association
May 13, 1998
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of the Trust and the holders of the Certificates of such Series 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 as an exhibit to the 
Registration Statement 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