Letterhead of Cravath, Swaine & Moore




                                                            May 28, 1996


                           FIRST DEPOSIT MASTER TRUST
                            ASSET BACKED CERTIFICATES


Dear Sirs:

          We have acted as special Federal tax counsel to First Deposit National
Bank, a national banking association, and Providian National Bank, a national
banking association (collectively, the "Banks"), in connection with the filing
by the Banks 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 the Banks and Bankers Trust
Company, as Trustee, and a Series Supplement to the Pooling and Servicing
Agreement among the Banks and the Trustee, substantially in the forms filed as
Exhibits 4.1 and 4.2, respectively, to the Registration Statement.

          We hereby confirm that the statements set forth in the prospectus (the
"Prospectus") forming a part of the Registration Statement under the heading
"Tax Matters" (excluding the statements under the subheading "State and Local
Tax Consequences"), accurately describe the material Federal income tax
consequences to holders of the Certificates issued pursuant to the Prospectus.



          We know that we are referred to under the headings "Tax Matters" and
"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 8.1 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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