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                                                                     Exhibit 8.1


               [Letterhead of Orrick, Herrington & Sutcliffe LLP]


                             January 15, 1999


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 NOS. 333-52583 AND
                     333-52583-01
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 (together with all
amendments thereto, the "Registration Statement") first 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
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 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.



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Fleet Bank (RI), National Association
January 15, 1999
Page 2

                  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