EXHIBIT 5.1
 
                     [Letterhead of Mayer, Brown & Platt]



                                                                     [FILED WITH
                                                                     SEC THROUGH
                                                                   EDGAR FILING]



                                 September 25, 1997



People's Bank
850 Main Street
Bridgeport, Connecticut  06604

          Re:  People's Bank Master Credit Card Trust
               Floating Rate Class A Asset Backed Certificates, Series 1997-2
               --------------------------------------------------------------
               Floating Rate Class B Asset Backed Certificates, Series 1997-2
               --------------------------------------------------------------

Ladies and Gentlemen:

          We have acted as special counsel to People's Bank, a Connecticut stock
savings bank ("People's").  At your request, we have examined the Registration
Statement on Form S-1 (the "Registration Statement") filed by People's, as
originator of the People's Bank Credit Card Master Trust (the "Trust"), on
August 8, 1997 with the Securities and Exchange Commission, relating to the
registration under the Securities Act of 1933, as amended (the "Act"), of the
Floating Rate Class A Asset Backed Certificates, Series 1997-2 (the "Class A
Certificates") and the Floating Rate Class B Asset Backed Certificates, Series
1997-2 (the "Class B Certificates"; together with the Class A Certificates, the
"Certificates") to be issued by the Trust, including a copy of the form of the
Amended and Restated Pooling and Servicing Agreement included as Exhibit 4.1 to
the Registration Statement (the "Pooling and Servicing Agreement"). We have also
examined the corporate resolutions adopted by People's in connection with the
authorization of the transactions described in the Registration Statement and
such other documents and records as we have deemed necessary for the purposes of
rendering this opinion.

          Based on such examination, we are of the opinion that the
Certificates, when authorized, executed and delivered by People's

 
in accordance with the Pooling and Servicing Agreement, authenticated by the
Trustee in accordance with the Pooling and Servicing Agreement, and issued and
sold as contemplated by the Registration Statement and the Prospectus delivered
pursuant to Section 5 of the Act, will be legally and validly issued, fully paid
and nonassessable and entitled to the benefits provided by the Pooling and
Servicing Agreement.

          We have assumed the due authorization, execution and delivery of the
Pooling and Servicing Agreement by the parties thereto, other than the due
authorization of the execution and delivery of such agreement by People's.  We
are authorized to practice law in the State of New York and do not express any
opinion as to any laws other than the laws of the State of New York and the
federal laws of the United States of America.

          We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the Prospectus which constitutes a part of the Registration
Statement.

                                         Very truly yours,
                                         /s/ Mayer, Brown & Platt