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Exhibit 5.1
[Letterhead of Orrick, Herrington & Sutcliffe LLP]
June 6, 2000
Fleet Bank (RI), National Association
111 Westminster Street
Providence, Rhode Island 02903
RE: FLEET CREDIT CARD MASTER TRUST II
FLEET BANK (RI), NATIONAL ASSOCIATION (SELLER AND SERVICER)
REGISTRATION STATEMENT ON FORM S-3 NO. 333-
Ladies and Gentlemen:
We have acted as counsel for Fleet Bank (RI), National Association, a
national banking association (the "Bank"), in connection with the Registration
Statement on Form S-3 (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
(collectively, the "Certificates") to be issued from time to time in series
(each, a "Series") and representing undivided interests in the Fleet Credit Card
Master Trust II (the "Trust"). The Certificates will be issued pursuant to the
Amended and Restated Pooling and Servicing Agreement, as amended (the "Pooling
and Servicing Agreement"), between the Bank, as Seller and Servicer by
assignment from the previous seller and servicer, and Bankers Trust Company, as
Trustee.
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 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 issuance
of each Series of the Certificates has been duly authorized by the appropriate
corporate action and the Certificates of such Series have been duly executed,
authenticated and delivered in accordance with the Pooling and Servicing
Agreement, and sold in the manner described in the Registration
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Fleet Bank (RI), National Association
June 6, 2000
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Statement, any amendment thereto 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 of such Series will be entitled to the benefits of the 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 as an exhibit to the
Registration Statement 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
