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                                   EXHIBIT 8.2

                  OPINION AND CONSENT OF KIRKPATRICK & LOCKHART
                    WITH RESPECT TO PENNSYLVANIA TAX MATTERS

                            KIRPATRICK & LOCKHART LLP

                                 August 17, 1999

Key Bank USA, National Association
Key Tower
127 Public Square
Cleveland, Ohio 44114

                           RE:      KEY BANK USA, NATIONAL ASSOCIATION
                                    ASSET BACKED NOTES
                                    AND ASSET BACKED CERTIFICATES

Ladies & Gentlemen:

                  We have been retained by Key Bank USA, National Association
("Key Bank") as special Pennsylvania tax counsel to render an opinion as to
certain Pennsylvania tax consequences in connection with the issuance and sale
of Asset Backed Notes (the "Notes") and Asset Backed Certificates (the
"Certificates") to be sold from time to time in one or more series in amounts to
be determined at the time of sale and to be set forth in one or more Supplements
(each, a "Prospectus Supplement") to the prospectus ("the "Prospectus") included
in the Registration Statement on Form S-3 (Registration No.: 333-80109), as
amended, as filed with the Securities and Exchange Commission (the "Registration
Statement").

                  In rendering this opinion, we have examined the Prospectus,
the Pennsylvania Tax Reform Code of 1972, as amended (the "Code"), Regulations
promulgated under the Code, Pennsylvania Department of Revenue rulings, judicial
decisions, and such other documents, records, and questions of law, as we have
deemed necessary or appropriate for the purposes of this opinion. All
capitalized terms used herein and not otherwise defined have the respective
meanings specified in the Prospectus.

                  Based upon our examination of the Prospectus and subject to
the assumptions, exceptions, limitations and qualifications set forth in said
Prospectus and herein, if the transactions are consummated in accordance with
the terms of the Prospectus (and without any waiver, breach or amendment of any
of the provisions thereof), we are of the opinion that the statements set forth
in the Prospectus under the headings "Pennsylvania Income and Franchise Tax
Consequences with Respect to the Notes" and "Pennsylvania Income and Franchise



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Tax Consequences with Respect to the Certificates" accurately reflect our
opinion.

                  This opinion is based on the Code, Regulations promulgated
under the Code, Pennsylvania Department of Revenue rulings, judicial decisions,
and the applicable authority, all as in effect on the date of this opinion. The
legal authorities on which this opinion is based may be changed at any time. Any
such changes may be retroactively applied and could modify the opinions
expressed above. This opinion is limited solely to the Pennsylvania state tax
consequences of the Notes and Certificates set forth in the Prospectus and does
not address any other tax considerations under foreign, federal, local or other
Pennsylvania law.

                  This opinion is being furnished to you specifically in
connection with the Notes and Certificates being offered under the Prospectus,
and solely for your information and benefit. It may not be relied on by you in
any other connection, and it may not be relied on by any other person for any
purpose. This opinion may not be assigned, used or quoted, other than in the
Prospectus, without our prior written consent.

                                               Very truly yours,

                                               /s/ Kirkpatrick & Lockhart LLP

                                               KIRKPATRICK & LOCKHART LLP