<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 12, 1999
Fleet Bank (RI), National Association
(Exact name of registrant as specified in its charter)
on behalf of the
Fleet Credit Card Master Trust II
<TABLE>
<S> <C> <C>
United States 333-52583-01 050495490
(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification
Incorporation) Number)
</TABLE>
111 Westminster Street
Providence, Rhode Island 02903
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (401) 278-5451
N/A
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
INFORMATION TO BE INCLUDED IN THE REPORT
Item 1. Not Applicable.
Item 2. Not Applicable.
Item 3. Not Applicable.
Item 4. Not Applicable.
Item 5. On March 12, 1999, Orrick, Herrington & Sutcliffe LLP delivered its
legality opinion with respect to Series 1999-A.
Item 6. Not Applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibits
5.1 Legality Opinion of Orrick, Herrington & Sutcliffe
LLP.
23.1 Consent of Orrick, Herrington & Sutcliffe LLP
(included in opinion filed as Exhibit 5.1)
Item 8. Not Applicable.
Item 9. Not Applicable.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
FLEET BANK (RI), NATIONAL ASSOCIATION
On behalf of the Fleet Credit Card
Master Trust II
By: /s/ Jeffrey A. Lipson
------------------------
Name: Jeffrey A. Lipson
Title: Vice President
<PAGE> 4
EXHIBIT INDEX
Exhibit Description
5.1 Legality opinion of Orrick, Herrington & Sutcliffe LLP
23.1 Consent of Orrick, Herrington & Sutcliffe LLP (included in opinion
filed as Exhibit 5.1)
<PAGE> 1
Exhibit 5.1
[Letterhead of Orrick, Herrington & Sutcliffe LLP]
March 12, 1999
Fleet Bank (RI), National Association
Providence, Rhode Island 02903
RE: Fleet Credit Card Master Trust II, Series 1999-A
Ladies and Gentlemen:
We have acted as special counsel for Fleet Bank (RI), National
Association, a national banking association ("Fleet (RI)"), in connection with
(i) the Registration Statement on Form S-3 Nos. 333-52583 and 333-52583-01 (the
"Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), for the registration
under the Act of asset backed certificates and (ii) the Amended and Restated
Pooling and Servicing Agreement, dated as of December 1, 1993 (as amended by
Amendment Number 1 to the Amended and Restated Pooling and Servicing Agreement,
dated as of July 1, 1994, as further amended by Amendment Number 2 to the
Amended and Restated Pooling and Servicing Agreement, dated as of October 6,
1995, and as further amended by Amendment Number 3 to the Amended and Restated
Pooling and Servicing Agreement, dated as of February 20, 1998, and as assigned
by Advanta National Bank to Fleet (RI) pursuant to an Assignment and Assumption
Agreement, dated as of February 20, 1998 (the "Assignment and Assumption
Agreement") among Advanta National Bank, Fleet (RI), Fleet Credit Card, LLC and
Bankers Trust Company, as Trustee, the "Pooling and Servicing Agreement"),
between Fleet (RI), as Seller and Servicer, and Bankers Trust Company, as
Trustee for the Fleet Credit Card Master Trust II (the "Trust").
Fleet (RI) proposes to cause the Trust to sell the Fleet
Credit Card Master Trust II Class A Floating Rate Asset Backed Certificates,
Series 1999-A (the "Class A Certificates") and the Fleet Credit Card Master
Trust II Class B Floating Rate Asset Backed Certificates, Series 1999-A (the
"Class B Certificates" and together with the Class A Certificates, the
"Certificates"). Such Certificates will be issued under the Series 1999-A
Supplement (the "Series Supplement") to the Pooling and Servicing Agreement (the
Pooling and Servicing Agreement together with the Series Supplement, the
"Agreement").
We have examined such instruments, documents and records as we
deemed relevant and necessary as a basis of our opinion hereinafter expressed.
In such examination, we
<PAGE> 2
Fleet Bank (RI), National Association
March 12, 1999
Page 2
have assumed the following: (a) the authenticity of original documents and the
genuineness of all signatures; (b) the conformity to the originals of all
documents submitted to us as copies; and (c) the truth, accuracy and
completeness of the information, representations and warranties contained in the
records, documents, instruments and certificates we have reviewed.
Based on such examination, we are of the opinion that when the
Certificates have been duly executed, authenticated and delivered in accordance
with the Pooling and Servicing Agreement, and sold in the manner described in
the Registration Statement and the prospectus and prospectus supplement relating
thereto, the Certificates will be legally issued, fully paid, non-assessable and
binding obligations of the Trust and the holders of the Certificates will be
entitled to the benefits of such Pooling and Servicing Agreement, except as
enforcement thereof may be limited by applicable bankruptcy, insolvency,
reorganization, arrangement, fraudulent conveyance, moratorium, or other laws
relating to or affecting the rights of creditors generally and general
principles of equity, including without limitation concepts of materiality,
reasonableness, good faith and fair dealing, and the possible unavailability of
specific performance or injunctive relief, regardless of whether such
enforceability is considered in a proceeding in equity or at law.
We hereby consent to the filing of this opinion by Fleet (RI)
on behalf of the Trust as an exhibit to a Current Report on Form 8-K for
incorporation into the Registration Statement by reference thereto and to the
use of our name wherever appearing in the Registration Statement and the
prospectus contained therein. In giving such consent, we do not admit that we
are "experts," within the meaning of the term as 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
ORRICK, HERRINGTON & SUTCLIFFE LLP
