PNC Bank, National Association – ‘S-3/A’ on 6/16/97 – EX-8.1

As of:  Monday, 6/16/97   ·   Accession #:  950128-97-800   ·   File #:  333-25433

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Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3/A       Pnc Bank, Na                                         119    674K 
 2: EX-1.1      Pnc Bank, Na                                          23     78K 
10: EX-4.10     Pnc Bank, Na                                           2±    13K 
11: EX-4.11     Pnc Bank, Na                                          11     50K 
12: EX-4.12     Pnc Bank, Na                                           7     25K 
13: EX-4.13     Pnc Bank, Na                                           3     17K 
14: EX-4.14     Pnc Bank, Na                                           2±    12K 
15: EX-4.15     Pnc Bank, Na                                           3     14K 
16: EX-4.16     Pnc Bank, Na                                          18     90K 
 3: EX-4.2      Pnc Bank, Na                                          38    112K 
 4: EX-4.4      Pnc Bank, Na                                         135    397K 
 5: EX-4.5      Pnc Bank, Na                                          24    103K 
 6: EX-4.6      Pnc Bank, Na                                          12     44K 
 7: EX-4.7      Pnc Bank, Na                                           4     16K 
 8: EX-4.8      Pnc Bank, Na                                           3     15K 
 9: EX-4.9      Pnc Bank, Na                                           2±    13K 
17: EX-5.1      Pnc Bank, Na                                           2     14K 
18: EX-8.1      Pnc Bank, Na                                           2     13K 

EX-8.1   —   Pnc Bank, Na

EX-8.1
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                                                                     EXHIBIT 8.1

[MAYER, BROWN & PLATT LETTERHEAD] 

June 16, 1997 

PNC Bank, National Association                                                  
One PNC Plaza                                                                   
249 Fifth Avenue                                                                
Pittsburgh, Pennsylvania 15222                                                  

RE:  PNC BANK, NATIONAL ASSOCIATION         
PNC STUDENT LOAN TRUST I          
            STUDENT LOAN ASSET BACKED NOTES, SERIES 1997-2
                REGISTRATION STATEMENT ON FORM S-3 (No. 333-25433)

Ladies and Gentlemen:                                                           

We have acted as special tax counsel for PNC Bank, National   
Association (the "Transferor"), in connection with the above-referenced         
Registration Statement (together with the exhibits and any amendments thereto,  
the "Registration Statement"), filed by the Transferor and the PNC Student      
Loan Trust I (the "Trust") with the Securities and Exchange Commission in       
connection with the registration by the Transferor and the Trust of the         
Student Loan Asset Backed Notes, Series 1997-2 (the "Notes") to be issued       
by the Trust.                                                                   

     We are familiar with the proceedings to date in connection with the
proposed issuance and sale of the Notes and in order to express our opinion     
hereinafter stated, (a) we have examined copies of the form of the Transfer and 
Servicing Agreement, the Second Terms Supplement and the Notes, the Trust       
Agreement and the Indenture filed as exhibits to the Registration Statement     
(collectively the "Operative Documents"), (b) we have examined the Registration 
Statement and the Prospectus contained therein (the "Prospectus"), and (c) we   
have examined such other records and documents and such matters of law, and we  
have satisfied ourselves as to such matters of fact, as we have considered      
relevant for purposes of this opinion.                                          

   The opinion set forth in this letter is based upon the applicable
provisions of the Internal Revenue Code of 1986, as amended, Treasury           
regulations promulgated and proposed thereunder, current positions of the       
Internal Revenue Service (the "IRS") contained in published Revenue Rulings and 
Revenue Procedures, current administrative positions of the IRS and existing    
judicial decisions. No tax rulings will be sought from the IRS with respect to  
any of the matters discussed herein.                                            

      Based on the foregoing and assuming that the Operative Documents are
executed and delivered in substantially the form we have examined, we are of    
the opinion that the statements                                                 

EX-8.1
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PNC Bank, National Association                                                  
June 16, 1997                                                                   
Page 2                                                                          

set forth in the Prospectus under the headings "Summary of Terms -- Tax         
Considerations," "Summary of Terms -- ERISA Considerations," "Federal Tax       
Consequences" and "ERISA Considerations" are a fair and accurate summary of the 
material federal tax consequences and ERISA consequences of the issuance and    
holding of the Notes, that the Notes will be treated as debt for federal income 
tax purposes, and that the Trust will not be classified as an association or    
publicly traded partnership taxable as a corporation for federal income tax     
purposes, and because the Trust has not elected (and assuming it will not elect)
under Treasury Regulation 301-7701-3 to be classified as an association, the    
Trust will not be so classified for federal income tax purposes. There can be no
assurance, however, that the tax conclusions presented therein will not be      
successfully challenged by the IRS, or significantly altered by new legislation,
changes in IRS positions or judicial decisions, any of which challenges or      
alterations may be applied retroactively with respect to completed transactions.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Prospectus under 
the caption "Federal Tax Consequences" and "Legal Matters". In giving such      
consent, we do not admit that we are "experts" within the meaning of the term   
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/ MAYER, BROWN & PLATT
                                      --------------------
                                      MAYER, BROWN & PLATT

Dates Referenced Herein

				Referenced-On Page
This ‘S-3/A’ Filing		Date		First		Last			Other Filings
Filed on:		6/16/97		1		2			None on these Dates
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