Exhibit 5
August 24, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
This opinion is delivered in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of 20,000,000 additional shares
(the "Shares") of Common Stock, par value $.01 per share, of MBNA Corporation,
a Maryland corporation (the "Corporation"), to be issued in connection with the
Corporation's 1997 Long Term Incentive Plan (the "1997 Plan") pursuant to a
registration statement on Form S-8 filed on August 24, 2000 (the "Registration
Statement").
In connection with this opinion I have examined the Corporation's Charter
and Bylaws, the resolutions of the Corporation's Board of Directors authorizing
the issuance of the Shares and the Registration Statement and I have examined
and relied upon such corporate records of the Corporation and other documents
as I have deemed necessary for purposes of this opinion. I have assumed
without independent verification the genuineness of signatures, the
authenticity of documents, and the conformity with originals of copies.
Based upon the foregoing, I am of the opinion and so advise you that the
Shares have been duly authorized and will be, when issued as authorized under
the 1997 Plan and for the consideration described therein and subject to the
maximum number of shares permitted to be issued upon exercise of stock options
from time to time thereunder, validly issued, fully paid and nonassessable.
I consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ John W. Scheflen
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John W. Scheflen
Executive Vice President,
General Counsel and Secretary
