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Exhibit 8.1
October 27, 2000
MBNA America Bank,
National Association
1100 North King Street
Wilmington, Delaware 19884
Re: MBNA Master Credit Card Trust II
Asset Backed Certificates
MBNA America Bank, National Association (Seller)
Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as counsel for MBNA America Bank, National Association, a
national banking association (the "Seller"), in connection with the preparation
of the Registration Statement on Form S-3 (the "Registration Statement"), which
has been filed on October 27, 2000 with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), for the registration
under the Act of series (each, a "Series") of Asset Backed Certificates
(collectively, the "Certificates"), each such Series representing an undivided
interest in MBNA Master Credit Card Trust II (the "Trust"). Each Series of
Certificates will be issued pursuant to the Pooling and Servicing Agreement
dated as of August 4, 1994, as amended by the First Amendment thereto dated as
of March 11, 1996, the Second Amendment thereto dated as of June 2, 1998, the
Third Amendment thereto dated as of January 10, 1999 and the Fourth Amendment
thereto dated as of October 2, 2000 (collectively, the "Pooling and Servicing
Agreement"). The Pooling and Servicing Agreement and the Series Supplements
relating to Series of Certificates issued by the Trust have been incorporated by
reference in the Registration Statement. The forms of Series Supplements
relating to Series of Certificates to be issued by the Trust have been filed as
Exhibits 4.6 and 4.7 to the Registration Statement.
We hereby confirm that the statements set forth in the prospectus relating
to the Certificates (the "Prospectus") forming a part of the Registration
Statement under the heading "Federal Income Tax Consequences" and the statements
set forth in the representative form of prospectus supplement relating to the
Certificates (the "Prospectus Supplement") forming a part of the Registration
Statement under the heading "Summary of Terms - Tax Status", which statements
have been prepared by us, to the extent that they constitute matters of law or
legal conclusions with respect thereto, are correct in all material respects,
and we hereby adopt and confirm the opinions set forth therein.
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MBNA America Bank,
National Association
October 27, 2000
Page 2
We note that the Prospectus and representative form of Prospectus
Supplement do not relate to a specific transaction. Accordingly, the above-
referenced description of federal income tax consequences and opinions may,
under certain circumstances, require modification in the context of an actual
transaction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to Orrick, Herrington
& Sutcliffe LLP under the captions "Legal Matters" and "Federal Income Tax
Consequences" in the Prospectus. In giving such consent, we do not admit that
we are "experts," within the meaning of the term used in the Act or the rules
and regulations of the Securities and Exchange Commission issued thereunder,
with respect to any part of the Registration Statement, including this opinion
as an exhibit or otherwise.
Very truly yours,
/s/ Orrick, Herrington & Sutcliffe LLP
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ORRICK, HERRINGTON & SUTCLIFFE LLP
