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Exhibit 5.1
[Letterhead of Orrick, Herrington & Sutcliffe LLP]
October 30, 2000
Fleet Bank (RI), National Association
Providence, Rhode Island 02903
RE: Fleet Credit Card Master Trust II, Series 2000-D
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. 333-38650 and 333-38650-01 (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, as further amended by Amendment Number 3 to the Amended and Restated
Pooling and Servicing Agreement, dated as of February 20, 1998, and as further
amended by Amendment Number 4 to the Amended and Restated Pooling and Servicing
Agreement, dated as of May 14, 1999, 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 Asset Backed Certificates, Series 2000-D
(the "Series 2000-D Class A Certificates") and the Fleet Credit Card Master
Trust II Class B Asset Backed Certificates, Series 2000-D (the "Series 2000-D
Class B Certificates," and together with the Series 2000-D Class A Certificates,
the "Certificates"). Such Certificates will be issued under the Series 2000-D
Supplement to the Pooling and Servicing Agreement.
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Fleet Bank (RI), National Association
October 30, 2000
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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
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 supplements
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
