Exhibit 5.1



               [Letterhead of Orrick, Herrington & Sutcliffe LLP]




                                March 29, 2002




Fleet Credit Card Funding Trust
300 North Wakefield Drive
Suite:  DE EH 60002P
Newark, Delaware  19702



        RE:   FLEET CREDIT CARD MASTER TRUST II
              FLEET CREDIT CARD FUNDING TRUST (TRANSFEROR)
              REGISTRATION STATEMENT ON FORM S-3 NOS. 333-73728 AND 333-73728-01


Ladies and Gentlemen:


     We have acted as counsel for Fleet Credit Card Funding Trust, a Delaware
business trust ("FCCF"), in connection with Amendment No. 1 to 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 (the "Pooling and Servicing
Agreement"), among FCCF, Transferor, Fleet Bank (RI), National Association, as
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 action of FCCF 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






Fleet Credit Card Funding Trust
March 29, 2002
Page 2


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