Exhibit 5.1

                       [Mayer, Brown & Platt Letterhead]




                                             March __, 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 1997-1
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           Floating Rate Class B Asset Backed Certificates, Series 1997-1
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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
November 17, 1995 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 1997-1 (the "Class A
Certificates") and the Floating Rate Class B Asset Backed Certificates, Series
1997-1 (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
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 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