Exhibit 8.1

                                                              June 24, 1999

The Provident Bank
One East Fourth Street
Cincinnati, Ohio 45202

        Re:   The Provident Bank

              Registration Statement on Form S-3

Ladies and Gentlemen:

     We have acted as special tax counsel for The Provident Bank, an Ohio
banking corporation (the "Company"), in connection with the preparation of the
registration statement on Form S-3 (the "Registration Statement") relating to
the Securities (defined below) and with the authorization and issuance from
time to time in one or more series (each, a "Series") of up to $2,285,000,000
aggregate principal amount of asset-backed securities (the "Securities"). The
Registration Statement is being filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended. As set forth in the
Registration Statement, each Series of Securities will be issued under and
pursuant to the conditions of a separate pooling and servicing agreement,
master pooling and servicing agreement, pooling agreement, trust agreement or
indenture (each an "Agreement") among the Company, a trustee (the "Trustee")
and, where appropriate, a servicer (the "Servicer"), each to be identified in
the prospectus supplement for such Series of Securities.

     We have examined the prospectus and forms of prospectus supplement
related thereto contained in the Registration Statement (each, a "Prospectus")
and such other documents, records and instruments as we have deemed necessary
for the purposes of this opinion (the "Documents").

     In arriving at the opinion expressed below, we have assumed that each
Agreement will be duly authorized by all necessary corporate action on the
part of the Company, the Trustee, the Servicer (where applicable) and any
other party thereto for such Series of Securities and will be duly executed
and delivered by the Company, the Trustee, the Servicer and any other party
thereto substantially in the applicable form filed or incorporated by
reference as an exhibit to the Registration Statement, that each Series of
Securities will be duly executed and delivered in substantially the forms set
forth in the related Agreement filed or incorporated by reference as an
exhibit to the Registration Statement, and that Securities will be sold as
described in the Registration Statement.

     In addition, in rendering the opinions set forth below, we have made such
investigations of such matters of law as we deemed appropriate as a basis for
the opinions expressed below. Further, we have assumed the genuineness of all
signatures and the authenticity of all Documents submitted to us as originals.
Our opinions are also based on the assumption that there are no agreements or
understandings with respect to the transactions contemplated in the documents
relating to the above-mentioned transaction other than those contained in the
Documents. Furthermore, our opinions are based on the assumption that all
parties to the Documents will comply with the terms thereof, including all tax
reporting requirements contained therein.

     As special tax counsel to the Company, we have advised the Company with
respect to certain material federal income tax aspects of the proposed
issuance of each Series of Securities pursuant to the related Agreement. Such
advice has formed the basis for the description of selected federal income tax
consequences for holders of such Securities that appear under the heading
"Federal Income Tax Consequences" in the Prospectus forming a part of the
Registration Statement. Such description does not purport to discuss all
possible federal income tax ramifications of the proposed issuance of the
Securities, but with respect to those federal income tax consequences
described therein, such description is accurate in all material respects.

     This opinion is rendered as of the date hereof and we undertake no
obligation to update this opinion or advise you of any changes in the event
there is any change in legal authorities, facts, assumptions or documents on
which this opinion is based (including the taking of any action by any party
to the Documents pursuant to any opinion of counsel or a waiver), or any
inaccuracy in any of the representations, warranties or assumptions upon which
we have relied in rendering this opinion unless we are specifically engaged to
do so. Because the Prospectus contemplates Series of Securities with numerous
different characteristics, you should be aware that the particular
characteristics of each Series of Securities must be considered in determining
the applicability of this opinion to a particular Series of Securities. The
opinions expressed herein are limited as described above, and we do not
express an opinion with respect to any other federal or state law or the law
of any other jurisdiction, except as expressly stated herein.

     We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to this firm under the heading
"Federal Income Tax Consequences" in the Prospectus and under the heading
"Federal Income Tax Consequences" in each Prospectus Supplement, in each case
forming a part of the Registration Statement, without admitting that we are
"experts" within the meaning of the 1933 Act or the Rules and Regulations of
the Commission issued thereunder, with respect to any part of the Registration
Statement, including this exhibit.

                                               Very truly yours,

                                               /s/ Brown & Wood LLP.