Letterhead of Cravath, Swaine & Moore




                                                                 May 28, 1996


                           FIRST DEPOSIT MASTER TRUST
                            ASSET BACKED CERTIFICATES


Dear Sirs:

          We have acted as counsel for First Deposit National Bank, a national
banking association ("FDNB"), and Providian National Bank, a national banking
association ("PNB"), in connection with the filing by FDNB and PNB, on behalf of
the First Deposit Master Trust (the "Trust"), with the Securities and Exchange
Commission of a Registration Statement on Form S-3, Registration No. 33-99462
(the "Registration Statement") registering Asset Backed Certificates
representing undivided interests in certain assets of the Trust (the
"Certificates").  The Certificates of a particular Series will be issued
pursuant to the Pooling and Servicing Agreement dated as of June 1, 1993 (the
"Pooling and Servicing Agreement"), among FDNB, PNB and Bankers Trust Company,
as Trustee, and a related Series Supplement to the Pooling and Servicing
Agreement (a "Series Supplement") among FDNB, PNB and the Trustee, substantially
in the forms filed as Exhibits 4.1 and 4.2, respectively, to the Registration
Statement.

          In that connection, we have examined originals or copies, certified or
otherwise identified to our satisfaction of such documents, corporate records,
certificates of public officials and other instruments as we have deemed
necessary or advisable for purposes of this opinion.



          Based upon the foregoing, we are of opinion as follows:

          1.  The Pooling and Servicing Agreement has been duly authorized,
executed and delivered by each of FDNB and PNB, and constitutes the legal, valid
and binding obligation of each of FDNB and PNB enforceable against FDNB and PNB
in accordance with its terms (subject to applicable bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium or other laws affecting
creditors' rights generally from time to time in effect).  The enforceability of
the obligations of FDNB and PNB under the Pooling and Servicing Agreement is
also subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law) and no opinion
is expressed as to the availability of equitable remedies, including specific
performance and injunctive relief.

          2.  When the Series Supplement relating to a particular Series of
Certificates is duly authorized, executed and delivered by each of FDNB, PNB and
the Trustee, such Series Supplement will constitute the legal, valid and binding
obligations of each of FDNB and PNB enforceable against FDNB and PNB in
accordance with its terms (subject to applicable bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium or other laws affecting
creditors' rights generally from time to time in effect).  The enforceability of
the obligations of FDNB and PNB under such Series Supplement is also subject to
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law) and no opinion is expressed as
to the availability of equitable remedies, including specific performance and
injunctive relief.

          3.  When the Certificates of a particular Series have been duly
authorized by FDNB and PNB, when such Certificates have been duly executed and
authenticated in accordance with the terms of the Pooling and Servicing
Agreement and the related Series Supplement and when such Certificates have been
delivered and sold as contemplated by the Registration Statement, such
Certificates will be validly issued and outstanding and entitled to the benefits
provided for by the Pooling and Servicing Agreement and such Series Supplement.

          We are admitted to practice only in New York and our opinion is
limited to matters governed by the laws of



the State of New York and the Federal laws of the United States.

          We know that we are referred to under the heading "Legal Matters" in
the Prospectus forming a part of the Registration Statement, and we hereby
consent to such use of our name therein and to the use of this opinion for
filing with the Registration Statement as Exhibits 5.1 and 24.1 thereto.


                                        Very truly yours,

                                        /s/ Cravath, Swaine & Moore

                                        CRAVATH, SWAINE & MOORE

First Deposit National Bank
   295 Main Street
      Tilton, NH 03276

Providian National Bank
   53 Regional Drive
      Concord, NH 03301

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