March 30, 1998

Fleet Financial Group, Inc.
One Federal Street
Boston, Massachusetts  02110

Fleet Capital Trust IV,
Fleet Capital Trust V,
Fleet Capital Trust VI,
Fleet Capital Trust VII, and
Fleet Capital Trust VIII
c/o Fleet Financial Group, Inc.
One Federal Street
Boston, Massachusetts  02110

Re:   Registration Statement on Form S-3
      Registration No. 333-48043

Ladies and Gentlemen:

      We have acted as counsel to Fleet Financial Group, Inc., a Rhode Island
corporation (the "Company"), and each of Fleet Capital Trust IV, Fleet Capital
Trust V, Fleet Capital Trust VI, Fleet Capital Trust VII and Fleet Capital Trust
VIII, statutory business trusts formed under the laws of the State of Delaware
(the "Trusts"), in connection with the above-captioned registration statement on
Form S-3 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") for the purpose of registering (i) Preferred
Securities representing undivided beneficial interests in the assets of the
Trust and (ii) Junior Subordinated Debentures issued by the Company to the
Trust, in connection with the sale of the Preferred Securities. All capitalized
terms used herein and not otherwise defined shall have the meanings set forth in
the form of Prospectus Supplement for an offering of Preferred Securities filed
as an exhibit to the Registration Statement (the "Form of Prospectus
Supplement").

      We hereby confirm that, although the discussion set forth under the
heading "CERTAIN FEDERAL INCOME TAX CONSIDERATIONS" in the form of Prospectus
Supplement does not purport to discuss all possible United States federal income
tax consequences of the purchase, ownership and disposition of Preferred
Securities, in our 



Fleet Financial Group, Inc.
March 30, 1998
Page 2


opinion, such discussion constitutes, in all material respects, a fair and
accurate summary of the United States federal income tax consequences of the
purchase, ownership and disposition of Preferred Securities, based upon current
law. It is possible that contrary positions may be taken by the Internal Revenue
Service and that a court may agree with such contrary positions.

      This opinion is furnished to you solely for your benefit in connection
with the filing of the Registration Statement and, except as set forth below, is
not to be used, circulated, quoted or otherwise referred to for any other
purpose or relied upon by any other person for any purpose without our prior
written consent. We hereby consent to the use of our name under the heading
"Legal Matters" in the Form of Prospectus Supplement and the filing of this
opinion with the Commission as Exhibit 8.1 to the Registration Statement. In
giving this consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Commission promulgated
thereunder. This opinion is expressed as of the date hereof unless otherwise
expressly stated and applies only to the disclosure under the heading "CERTAIN
FEDERAL INCOME TAX CONSIDERATIONS" set forth in the Form of Prospectus
Supplement filed as of the date hereof. We disclaim any undertaking to advise
you of any subsequent changes of the facts stated or assumed herein or any
subsequent changes in applicable law.

                                    Very truly yours,

                                    /s/ Edwards & Angell
                                    ---------------------------------
                                    EDWARDS & ANGELL