EXHIBIT 5.1

                      [Letterhead of Mayer, Brown & Platt]



                                                            March 20, 1998



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 1998-1
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          Floating Rate Class B Asset Backed Certificates, 
          ------------------------------------------------
          Series 1998-1
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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
February 6, 1998 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 1998-1 (the "Class A
Certificates") and the Floating Rate Class B Asset Backed Certificates, Series
1998-1 (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 the
Amended and Restated Pooling and Servicing Agreement included as Exhibit 4.1 to
the Registration Statement and an Amendment thereto included as Exhibit 4.2 to
the Registration Statement (collectively, 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