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October 27, 2000
MBNA America Bank, National Association
400 Christiana Road
Newark, Delaware 19713
Re: MBNA Master Credit Card Trust II
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Ladies and Gentlemen:
We have acted as special Delaware counsel for MBNA America Bank,
National Association, a national banking association (the "Bank"), in connection
with the proposed issuance and sale of series certificates (the "Certificates")
by the MBNA Master Credit Card Trust II pursuant to a Pooling and Servicing
Agreement, dated as of August 4, 1994, as amended by the First Amendment to the
MBNA Master Credit Card Trust II Pooling and Servicing Agreement, dated as of
March 11, 1996, as amended by the Second Amendment to the MBNA Master Credit
Card Trust II Pooling and Servicing Agreement, dated as of June 2, 1998, as
amended by the Third Amendment to the MBNA Master Credit Card Trust II Pooling
and Servicing Agreement, dated as of January 10, 1999, as amended by the Fourth
Amendment to the MBNA Master Credit Card Trust II Pooling and Servicing
Agreement, dated as of October 2, 2000 (collectively, the "Original Pooling and
Servicing Agreement"), by and between the Bank, as Seller and Servicer, and The
Bank of New York, a banking corporation organized and existing under the laws of
the State of New York, as trustee (the "Trustee"), as amended by Assignment No.
1 of Receivables in Additional Accounts, dated as of September 19, 1994 (the
"First Assignment"), by and between the Bank, as Seller and Servicer, and the
Trustee, by Assignment No. 2 of Receivables in Additional Accounts, dated as of
November 15, 1994 (the "Second Assignment"), by and between the Bank, as Seller
and Servicer, and the Trustee, by Assignment No. 3 of Receivables in Additional
Accounts, dated as of March 30, 1995 (the "Third Assignment"), by and between
the Bank, as Seller and Servicer, and the Trustee, by Assignment
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MBNA America Bank, National Association
October 27, 2000
Page 2
No. 4 of Receivables in Additional Accounts, dated as of July 6, 1995 (the
"Fourth Assignment"), by and between the Bank, as Seller and Servicer, and the
Trustee, by Assignment No. 5 of Receivables in Additional Accounts, dated as of
October 3, 1995 (the "Fifth Assignment"), by and between the Bank, as Seller and
Servicer, and the Trustee, by Assignment No. 6 of Receivables in Additional
Accounts, dated as of March 8, 1996 (the "Sixth Assignment"), by and between the
Bank, as Seller and Servicer, and the Trustee, by Assignment No. 7 of
Receivables in Additional Accounts, dated as of May 30, 1996 (the "Seventh
Assignment"), by and between the Bank, as Seller and Servicer, and the Trustee,
by Assignment No. 8 of Receivables in Additional Accounts, dated as of September
4, 1996 (the "Eighth Assignment"), by and between the Bank, as Seller and
Servicer, and the Trustee, by Assignment No. 9 of Receivables in Additional
Accounts, dated as of October 3, 1996 (the "Ninth Assignment"), by and between
the Bank, as Seller and Servicer, and the Trustee, by Assignment No. 10 of
Receivables in Additional Accounts, dated as of November 5, 1996 (the "Tenth
Assignment"), by and between the Bank, as Seller and Servicer, and the Trustee,
by Assignment No. 11 of Receivables in Additional Accounts, dated as of February
4, 1997 (the "Eleventh Assignment"), by and between the Bank, as Seller and
Servicer, and the Trustee, by Assignment No. 12 of Receivables in Additional
Accounts, dated as of April 4, 1997 (the "Twelfth Assignment"), by and between
the Bank, as Seller and Servicer, and the Trustee, by Assignment No. 13 of
Receivables in Additional Accounts, dated as of July 2, 1997 (the "Thirteenth
Assignment"), by and between the Bank, as Seller and Servicer, and the Trustee,
by Assignment No. 14 of Receivables in Additional Accounts, dated as of October
2, 1997 (the "Fourteenth Assignment"), by and between the Bank, as Seller and
Servicer, and the Trustee, by Assignment No. 15 of Receivables in Additional
Accounts, dated as of December 17, 1997 (the "Fifteenth Assignment"), by and
between the Bank, as Seller and Servicer, and the Trustee, by Assignment No. 16
of Receivables in Additional Accounts, dated as of April 10, 1998 (the
"Sixteenth Assignment"), by and between the Bank, as Seller and Servicer, and
the Trustee, by Assignment No. 17 of Receivables in Additional Accounts, dated
as of July 2, 1998 (the "Seventeenth Assignment"), by and between the Bank, as
Seller and Servicer, and the Trustee, by Assignment No. 18 of Receivables in
Additional Accounts, dated as of September 22, 1998 (the "Eighteenth
Assignment"), by and between the Bank, as Seller and Servicer, and the Trustee,
by Assignment No. 19 of Receivables in Additional Accounts, dated as of November
17, 1998 (the "Nineteenth Assignment"), by and between the Bank, as Seller and
Servicer, and the Trustee, by Assignment No. 20 of Receivables in Additional
Accounts, dated as of February 10, 1999 (the "Twentieth Assignment"), by and
between the Bank, as Seller and Servicer, and the Trustee, by Assignment No. 21
of Receivables in Additional Accounts, dated as of April 5, 1999 (the "Twenty-
First Assignment"), by and between the Bank, as Seller and Servicer, and the
Trustee, by Assignment No. 22 of Receivables in Additional Accounts, dated as of
June 17, 1999 (the "Twenty-Second
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MBNA America Bank, National Association
October 27, 2000
Page 3
Assignment"), by and between the Bank, as Seller and Servicer, and the Trustee,
by Assignment No. 23 of Receivables in Additional Accounts, dated as of July 27,
1999 (the "Twenty-Third Assignment"), by and between the Bank, as Seller and
Servicer, and the Trustee, by Assignment No. 24 of Receivables in Additional
Accounts, dated as of October 12, 1999 (the "Twenty-Fourth Assignment"), by and
between the Bank, as Seller and Servicer, and the Trustee, by Assignment No. 25
of Receivables in Additional Accounts, dated as of November 24, 1999 (the
"Twenty-Fifth Assignment"), by and between the Bank, as Seller and Servicer, and
the Trustee, by Assignment No. 26 of Receivables in Additional Accounts, dated
as of March 3, 2000 (the "Twenty-Sixth Assignment"), by and between the Bank, as
Seller and Servicer, and the Trustee, by Assignment No. 27 of Receivables in
Additional Accounts, dated as of April 24, 2000 (the "Twenty-Seventh
Assignment"), by and between the Bank, as Seller and Servicer, and the Trustee,
by Assignment No. 28 of Receivables in Additional Accounts, dated as of June 29,
2000 (the "Twenty-Eighth Assignment"), by and between the Bank, as Seller and
Servicer, and the Trustee, and by Assignment No. 29 of Receivables in Additional
Accounts, dated as of October 19, 2000 (the "Twenty-Ninth Assignment"), by and
between the Bank, as Seller and Servicer, and the Trustee, and as to be
supplemented from time to time by Supplements in the form of the supplements
which are attached as Exhibits 4.6 and 4.7 to the Registration Statement (as
defined below) (each, a "Supplement") (the Original Pooling and Servicing
Agreement as amended by the First Assignment, the Second Assignment, the Third
Assignment, the Fourth Assignment, the Fifth Assignment, the Sixth Assignment,
the Seventh Assignment, the Eighth Assignment, the Ninth Assignment, the Tenth
Assignment, the Eleventh Assignment, the Twelfth Assignment, the Thirteenth
Assignment, the Fourteenth Assignment, the Fifteenth Assignment, the Sixteenth
Assignment, the Seventeenth Assignment, the Eighteenth Assignment, the
Nineteenth Assignment, the Twentieth Assignment, the Twenty-First Assignment,
the Twenty-Second Assignment, the Twenty-Third Assignment, the Twenty-Fourth
Assignment, the Twenty-Fifth Assignment, the Twenty-Sixth Assignment, the
Twenty-Seventh Assignment, the Twenty-Eighth Assignment and the Twenty-Ninth
Assignment, and as to be supplemented by a Supplement is hereinafter referred to
as the "Pooling and Servicing Agreement"). At your request, this opinion is
being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of executed or
conformed counterparts, or copies otherwise proved to our satisfaction, of the
following:
(a) The Pooling and Servicing Agreement;
(b) The Registration Statement on Form S-3 (the "Registration
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MBNA America Bank, National Association
October 27, 2000
Page 4
Statement"), to be filed by the Bank with the Securities and
Exchange Commission on or about October 19, 2000, including a
related preliminary prospectus (the "Prospectus"); and
(c) A certificate of an officer of the Bank, dated October 27, 2000.
For purposes of this opinion, we have not reviewed any documents other
than the documents listed above, and we have assumed that there exists no
provision in any document not listed above that bears upon or is inconsistent
with the opinions stated herein. We have conducted no factual investigation of
our own but rather have relied solely upon the foregoing documents, the
statements and information set forth therein and the additional matters recited
or assumed herein, all of which we have assumed to be true, complete and
accurate in all material respects. In connection with the formation and
authorization to transact business of the Bank, in rendering this opinion, we
have relied upon an opinion, dated October 27, 2000, of John W. Scheflen,
Esquire, a copy of which is attached hereto as Exhibit "A."
With respect to all documents examined by us, we have assumed that (i)
all signatures on documents examined by us are genuine, (ii) all documents
submitted to us as originals are authentic, and (iii) all documents submitted to
us as copies conform with the original copies of those documents.
For purposes of this opinion, we have assumed, at the time of issuance
and sale of the Certificates, (i) the due authorization, execution and delivery
by all parties thereto of all documents examined by us, (ii) that the Bank will
be a national banking association duly formed and validly existing under the
laws of the United States of America, (iii) that the Bank will have all
necessary corporate power and authority to cause the issuance and sale of the
Certificates, (iv) that the Bank will have taken all necessary corporate action
to cause the issuance and sale of the Certificates, (v) that the issuance and
sale of the Certificates will not be contrary to any applicable law, rule,
regulation or order, and (vi) in connection with the documents of which we have
reviewed a form, that all blanks contained in such documents will be properly
and appropriately completed, and optional provisions included in such documents
will be properly and appropriately selected, and as executed, such documents
will conform with the forms of the documents reviewed by us.
This opinion is limited to the laws of the State of Delaware and
United States of America federal law, and we have not considered and express no
opinion on the laws of
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MBNA America Bank, National Association
October 27, 2000
Page 5
any other jurisdiction. Our opinions are rendered only with respect to Delaware
and United States of America federal laws and rules, regulations and orders
thereunder which are currently in effect.
Based upon the foregoing, and upon our examination of such questions
of law and statutes as we have considered necessary or appropriate, and subject
to the assumptions, qualifications, limitations and exceptions set forth herein,
we are of the opinion that, when issued and sold in accordance with the terms of
the Pooling and Servicing Agreement, including when duly executed and delivered
by the Bank and authenticated by the Trustee in accordance with the terms of the
Pooling and Servicing Agreement and when issued and delivered against payment
therefor, the Certificates will be legally issued, fully paid and nonassessable
and entitled to the benefits of the Pooling and Servicing Agreement.
We understand that you will file this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement in connection
with the filing by the Bank of the Registration Statement under the Securities
Act of 1933, as amended. We hereby consent to the filing of this opinion with
the Securities and Exchange Commission. This opinion is rendered solely for
your benefit in connection with the foregoing. We hereby consent to the use of
our name under the heading "Legal Matters" in the Prospectus. In giving the
foregoing consent, we do not thereby admit that we come 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 Securities and Exchange
Commission thereunder. Except as stated above, without our prior consent, this
opinion may not be furnished or quoted to, or relied upon by, any other person
or entity for any purpose.
Very truly yours,
/s/ Richards, Layton & Finger, P.A.
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Richards, Layton & Finger, P.A.
MIL/WAY/EAS
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Exhibit A
October 19, 2000
Richards, Layton & Finger
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
Re: MBNA Master Credit Card Trust II, Asset Backed Certificates
MBNA America Bank, National Association (Seller)
Registration Statement on Form S-3
Gentlemen:
I am familiar with the registration statement on Form S-3 to be filed on or
about October 19, 2000 (the "Registration Statement") by MBNA America Bank,
National Association, a national banking association (the "Bank"), on behalf of
MBNA Master Credit Card Trust II (the "Trust") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), with
respect to the issuance from time to time by the Trust of a series (each, a
"Series") of its Asset Backed Certificates representing undivided interests in
the Trust. The Series of Asset Backed Certificates to be issued by the Trust in
offerings pursuant to the Registration Statement are collectively referred to
herein as the "Certificates."
I have examined originals or copies, certified or otherwise identified to
my satisfaction, of such documents, corporate records and other instruments as I
have deemed necessary or appropriate for the purposes of this opinion.
Based upon the forgoing, I am of the opinion that the Bank is a national
banking association formed under the laws of the United States of America and is
authorized thereunder to transact the business of banking.
I am admitted to the Bar of the State of Maryland, and express no opinion
as to the law of any jurisdiction other than the laws of the United States of
America.
You may rely on this opinion in connection with an opinion to be submitted
by you to the Bank and filed by the Bank with the Securities and Exchange
Commission as an exhibit to the Registration Statement. I hereby consent to the
filing of this opinion as an exhibit to the Registration Statement and to the
use of my name under the heading "Legal Matters" in the prospectus relating to
the Certificates. In giving such consent, I do not thereby admit that I am in
the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ John W. Scheflen
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John W. Scheflen, Esq.
