Exhibit 5.1



                       [Letterhead of]

                   CRAVATH, SWAINE & MOORE



                                                 June 2, 1998


                    Providian Master Trust
                  Asset Backed Certificates


Dear Sirs:

          We have acted as counsel for Providian National
Bank, a national banking association (the "Bank"), in
connection with the filing by the Bank, on behalf of the
Providian Master Trust (the "Trust"), with the Securities and
Exchange Commission of a Registration Statement on Form S-3
(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 (as amended
by any amendments executed on or before the date hereof, the
"Pooling and Servicing Agreement"), between the Bank and
Bankers Trust Company, as trustee (the "Trustee"), and a
related Series Supplement to the Pooling and Servicing
Agreement (a "Series Supplement") between the Bank and the
Trustee, substantially in the forms filed as Exhibits 4.1 and
4.2, respectively, to the Registration Statement.

          In that connection, we have examined originals or
copies, certified or otherwise identified to our satisfaction
of such documents, corporate records, certificates of public
officials and other instruments as we have deemed necessary
or advisable for purposes of this opinion.





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          Based upon the foregoing, we are of opinion as
follows:

          1. The Pooling and Servicing Agreement has been
duly authorized, executed and delivered by the Bank, and
constitutes the legal, valid and binding obligation of the
Bank enforceable against the Bank in accordance with its
terms (subject to applicable bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium or other laws
affecting creditors' rights generally from time to time in
effect). The enforceability of the obligations of the Bank
under the Pooling and Servicing Agreement is also subject to
general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at
law) and no opinion is expressed as to the availability of
equitable remedies, including specific performance and
injunctive relief.

          2. When the Series Supplement relating to a
particular Series of Certificates is duly authorized,
executed and delivered by the Bank and the Trustee, such
Series Supplement will constitute the legal, valid and
binding obligation of the Bank enforceable against the Bank
in accordance with its terms (subject to applicable
bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium or other laws affecting creditors' rights
generally from time to time in effect). The enforceability of
the obligations of the Bank under such Series Supplement is
also subject to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in
equity or at law) and no opinion is expressed as to the
availability of equitable remedies, including specific
performance and injunctive relief.

          3. When the Certificates of a particular Series
have been duly authorized by the Bank, when such Certificates
have been duly executed and authenticated in accordance with
the terms of the Pooling and Servicing Agreement and the
related Series Supplement and when such Certificates have
been delivered and sold as contemplated by the Registration
Statement, such Certificates will be validly issued and
outstanding and entitled to the benefits provided for by the
Pooling and Servicing Agreement and such Series Supplement.





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          We are admitted to practice only in New York and
our opinion is limited to matters governed by the laws of the
State of New York and the Federal laws of the United States.

          We know that we are referred to under the heading
"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 5.1 and 24.1
thereto.


                              Very truly yours,


                              /s/ CRAVATH, SWAINE & MOORE


Providian National Bank
   295 Main Street
      Tilton, NH 03276