August 7, 1997



To the Persons Listed on
  Schedule A 


Gentlemen and Ladies:

     This opinion is furnished to you pursuant to subsection 6(c) of the 
Underwriting Agreement dated July 31, 1997 (the "Underwriting Agreement") 
between Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Representative 
of the several underwriters named therein and First National Bank of Commerce, 
a national banking association ("Transferor").  Capitalized terms used but 
not defined herein have the same meaning ascribed thereto in the Underwriting
Agreement.

     We have examined copies of the Underwriting Agreement, the Pooling and 
Servicing Agreement, the Supplement, the Loan Agreement, the forms of 
Certificates attached to the Supplement, a signed copy of the legal opinion of 
Correro, Fishman & Casteix, l.l.p., counsel to Transferor and a signed copy of 
the legal opinion of  Jones, Walker, Waechter, Poitevent, Carrere & Denegre, 
l.l.p., special Louisiana counsel to Transferor. In addition, we have 
examined such other documents, corporate records and certificates of officers 
of Transferor as to matters of fact and of public officials as to matters 
within their jurisdiction and such other instruments and sources as we have 
deemed necessary and advisable for the purpose of rendering this opinion.  

      In conducting our examination, we have assumed, without investigation, 
the authenticity of any documents submitted to us as an original, the 
conformity with the original of any document submitted to us as a copy, the 
authenticity of the original of any such copy and the genuineness of all 
signatures.  We have relied, as to factual matters, on the documents we have 
examined and upon certificates of Transferor, its officers, public officials
or other persons.  We have also assumed the due authorization, execution, and 
delivery of all documents by parties thereto and, except as set forth in 
paragraph (i) below, the enforceability of any agreements included in such 
documents against parties thereto. 

     Our opinions herein are limited to the Federal law of the United States 
of America.




     Based on the foregoing, we are of the opinion that:

          (i)  The statements in the Prospectus under the headings "U.S. 
     Federal Income Tax Consequences" and "ERISA Considerations" insofar as 
     such statements constitute a summary of the legal matters, documents or 
     proceedings referred to therein have been prepared or reviewed by us 
     and are correct in all material respects.  

          (ii) Based upon the applicable provisions of the Internal Revenue 
     Code of 1986, as amended, Treasury regulations promulgated and proposed 
     thereunder, current positions of the Internal Revenue Service (the "IRS") 
     contained in published Revenue Rulings and Revenue Procedures, current 
     administrative positions of the IRS and existing judicial decisions, and 
     assuming that the Certificates are executed, delivered and authenticated 
     in substantially the forms we have examined, we are of the opinion that 
     the Certificates will be characterized as indebtedness that is secured
     by the Receivables, and that the Trust will not be characterized for 
     Federal income tax purposes as an association (or publicly traded 
     partnership) taxable as a corporation.

          The opinion set forth in this letter is based upon the applicable 
provisions of the Internal Revenue Code of 1986, as amended, Treasury 
regulations promulgated and proposed thereunder, current positions of the 
Internal Revenue Service (the "IRS") contained in published Revenue Rulings 
and Revenue Procedures, current administrative positions of the IRS and 
existing judicial decisions.  This opinion is subject to the explanations and
qualifications set forth under the caption "U.S. Federal Income Tax 
Consequences" in the Prospectus which constitutes a part of the Registration 
Statement.  No tax rulings have been or will be sought from the IRS with 
respect to any of the matters discussed herein.

     This opinion is for your use and may not be relied upon by any other 
person without our prior written consent.

                                   Very truly yours,



                                   MAYER, BROWN & PLATT






                               Schedule A
   
Merrill Lynch, Pierce, Fenner & Smith Incorporated,
    as Representative of the Several Underwriters
World Financial Center, North Tower
250 Vesey Street
New York, New York  10055

First National Bank of Commerce
201 Saint Charles Avenue, 22nd Floor
New Orleans, Louisiana  70170

First NBC Credit Card Master Trust
c/o The First National Bank of Chicago
One First National Plaza
2 South Dearborn Street
Chicago, Illinois 60670

The First National Bank of Chicago
One First National Plaza
2 South Dearborn Street
Chicago, Illinois 60670

Standard & Poor's Ratings Services,
   a division of The McGraw-Hill
   Companies
25 Broadway
New York, New York  10004

Moody's Investors Service, Inc.
99 Church Street
New York, New York  10007

Union Bank of Switzerland
299 Park Avenue
New York, New York  10171