Exhibit 5.1


March 20, 2002

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

         I am General Counsel of Capital One Financial Corporation, a Delaware
corporation (the "Company"), and am delivering this opinion in connection with
the Company's Registration Statement on Form S-3 (the "Registration Statement")
filed with the Securities Exchange Commission pursuant to the Securities Act of
1933, as amended (the "Act"). The Registration Statement relates to
$1,787,000,000 in maximum aggregate offering price of the Company's (i) debt
securities ("Debt Securities"), which may be either senior unsecured debt
securities ("Senior Debt Securities") or subordinated unsecured debt securities
("Subordinated Debt Securities"), (ii) shares of preferred stock, par value $.01
per share ("Preferred Stock"), which may be issued in the form of depositary
shares evidenced by depositary receipts ("Depositary Shares"), (iii) shares of
common stock, par value $0.01 per share and the preferred share purchase rights
(the "Rights") attached thereto created pursuant to the Rights Agreement, dated
as of November 16, 1995, (the "Rights Agreement"), between the Company and First
Chicago Trust Company of New York, as successor to Mellon Bank, N.A., as Rights
Agent (such common stock, together with the Rights, the "Common Stock"), (iv)
stock purchase contracts (the "Stock Purchase Contracts"), and (v) equity units
(the "Equity Units").

         In arriving at the opinions expressed below, I have reviewed the
originals or copies, certified or otherwise identified to my satisfaction, of
such corporate records, agreements, documents and other instruments, and of
certificates of public officials, officers and representatives of the Company
and have made such inquiries of such officers and representatives, and I have
made such investigations of law, as I have deemed appropriate as the basis for
the opinions hereinafter set forth.

         Based upon the foregoing and subject to the qualifications stated
herein, I am of the opinion that:

         (1) The Company has authority pursuant to its Restated Certificate of
Incorporation to issue the shares of Common Stock to be registered under the
Registration Statement and (a) upon the adoption by the Board of Directors of a
resolution in form and content required by applicable law, (b) upon compliance
with the applicable provisions of the Act and such state "blue sky" or
securities laws as may be applicable and (c) upon issuance and delivery of and
payment for such shares in the manner contemplated by the Registration Statement
and/or the applicable prospectus supplement, such shares of Common Stock will be
legally issued, fully paid and nonassessable.



         (2) The Company has authority pursuant to its Restated Certificate of
Incorporation to issue the shares of Preferred Stock to be registered under the
Registration Statement and (a) upon the adoption by the Board of Directors of a
resolution in form and content required by applicable law, (b) upon compliance
with the applicable provisions of the Act and such state "blue sky" or
securities laws as may be applicable, (c) upon the adoption by the Company's
Board of Directors and the due execution and filing by the Company with the
Delaware Secretary of State of the Certificate of Designations establishing the
preferences, limitations, and relative voting and other rights of each series of
Preferred Stock prior to issuance thereof and (d) upon issuance and delivery of
and payment for such shares in the manner contemplated by the Registration
Statement and/or the applicable prospectus supplement, such shares of Preferred
Stock will be legally issued, fully paid and nonassessable.

         (3) The Company has authority pursuant to its Restated Certificate of
Incorporation to issue Depositary Shares to be registered under the Registration
Statement and when (a) a deposit agreement substantially as described in the
Registration Statement has been duly executed and delivered by the Company and a
depositary, (b) the depositary receipts representing the Depositary Shares in
the form contemplated and authorized by such deposit agreement have been duly
executed and delivered by such depositary and delivered to and paid for by the
purchasers thereof in the manner contemplated by the Registration Statement
and/or the applicable prospectus supplement, (c) all corporate action necessary
for the issuance of such Depositary Shares and the underlying Preferred Stock
has been taken (including but not limited to action establishing the
preferences, limitations, and relative voting and other rights of such Preferred
Stock prior to issuance thereof) and (d) the applicable provisions of the Act
and such state "blue sky" or securities laws as may be applicable have been
complied with, such Depositary Shares will be legally issued and will entitle
the holders thereof to the rights specified in the deposit agreement relating to
such Depositary Shares.

         (4) The Company has authority to issue the Debt Securities to be
registered under the Registration Statement and when (a) the applicable
provisions of the Act and such state "blue sky" or securities laws as may be
applicable have been complied with and (b) the Debt Securities have been issued
and delivered for value as contemplated by the Registration Statement and/or the
applicable prospectus supplement, such Debt Securities will be legally issued
and will be binding obligations of the Company. To the extent that the
obligations of the Company under the deposit agreement or the obligations of the
Company as obligor under an indenture may be dependent upon such matters, I have
assumed for purposes of this opinion (i) that the applicable depositary or
trustee, as the case may be, is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization and is duly
qualified to engage in the activities contemplated by the applicable deposit
agreement or indenture, as the case may be, (ii) that such deposit agreement or
indenture, as the case may be, has been duly authorized, executed and delivered
by and constitutes the legal, valid and binding obligation of such depositary or
trustee, as the case may be, enforceable in accordance with its respective
terms, (iii) that such depositary or trustee, as the case may be, is in
compliance, generally and with respect to acting as a depositary or trustee,
respectively, under the applicable deposit agreement or indenture, with all
applicable laws and regulations and (iv) that such depositary or trustee, as the
case may be, has the requisite organizational and legal power and authority to
perform its obligations under the applicable deposit agreement or indenture, as
the case may be.

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         (5) The Company has authority to issue the Stock Purchase Contracts
and/or Equity Units to be registered under the Registration Statement and when
(a) the applicable provisions of the Act and such state "blue sky" or securities
laws as may be applicable have been complied with, (b) the Stock Purchase
Contracts and/or Equity Units have been issued and delivered for value as
contemplated by the applicable purchase agreement, underwriting or similar
agreement approved by or on behalf of the Board as described in the Registration
Statement and/or the applicable prospectus supplement, such Stock Purchase
Contracts and/or Equity Units will be legally issued and will be binding
obligations of the Company. To the extent that the obligations of the Company
under the deposit agreement or the obligations of the Company as obligor under
an indenture may be dependent upon such matters, I have assumed for purposes of
this opinion (i) that the applicable depositary or trustee, as the case may be,
is duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization and is duly qualified to engage in the activities
contemplated by the applicable deposit agreement or indenture, as the case may
be, (ii) that such deposit agreement or indenture, as the case may be, has been
duly authorized, executed and delivered by and constitutes the legal, valid and
binding obligation of such depositary or trustee, as the case may be,
enforceable in accordance with its respective terms, (iii) that such depositary
or trustee, as the case may be, is in compliance, generally and with respect to
acting as a depositary or trustee, respectively, under the applicable deposit
agreement or indenture, with all applicable laws and regulations and (iv) that
such depositary or trustee, as the case may be, has the requisite organizational
and legal power and authority to perform its obligations under the applicable
deposit agreement or indenture, as the case may be.

         The opinions set forth above are subject to the following exceptions,
limitations and qualifications: (i) the effect of bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other similar laws now or
hereafter in effect relating to or affecting the rights and remedies of
creditors; (ii) the effect of general principles of equity, whether enforcement
is considered in a proceeding in equity or law, in the discretion of the court
before which any proceeding therefor may be brought; (iii) the unenforceability
under certain circumstances under law or court decisions of provisions providing
for the indemnification of or contribution to a party with respect to a
liability where such indemnification or contribution is contrary to public
policy; (iv) I express no opinion concerning the enforceability of the waiver of
rights or defenses contained in Section 514 of the Indenture; and (v) I express
no opinion with respect to whether acceleration of Debt Securities may affect
the collectibility of any portion of the stated principal amount thereof which
might be determined to constitute unearned interest thereon.

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         I am furnishing this opinion letter in connection with the Company's
registration of the Debt Securities, the Preferred Stock, including the
Depositary Shares, the Common Stock, the Stock Purchase Contracts and the Equity
Units under the Registration Statement. This opinion is not to be used,
circulated, quoted or otherwise referred to for any other purpose.

Very truly yours,

/s/ John G. Finneran, Jr.
John G. Finneran, Jr.
Executive Vice President, General Counsel and Corporate Secretary

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