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Exhibit 5.1
[Letterhead of]
CRAVATH, SWAINE & MOORE
June 22, 2000
Providian Master Trust
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Asset Backed Certificates
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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.
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.
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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
3D
