PNC Bank, National Association – ‘S-3/A’ on 6/16/97 – EX-5.1

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-5.1   —   Pnc Bank, Na

EX-5.1
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                                                                     Exhibit 5.1

[MAYER, BROWN & PLATT LETTERHEAD] 

 June 16, 1997

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

Re: PNC Bank, National Association                            
Registration Statement on Form S-3 (No. 333-25433)    

Ladies and Gentlemen:                                                           

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

         As described in the Registration Statement, the Notes will be issued by
PNC Student Loan Trust I, a Delaware business trust (the "Trust"), pursuant to  
an Indenture and the Second Terms Supplement thereto (collectively the          
"Indenture"), each between the Trust and Bankers Trust Company in its capacity  
as Indenture Trustee (the "Indenture Trustee").                                 

   We are familiar with the proceedings taken in connection with the
proposed authorization, issuance and sale of the Notes, and in order to express 
the opinion hereinafter stated, we have examined copies of the Registration     
Statement, including the Trust Agreement, the Indenture, the forms of Notes, and
the form of Underwriting Agreement included as an exhibits to the Registration  
Statement. We have examined such other 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.                                          

EX-5.1
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PNC Bank, National Association                                                  
June 16, 1997                                                                   
Page 2                                                                          

      On the basis of the foregoing and on the basis of our examination of
the Bank's Articles of Association and By-Laws and resolutions of the Executive 
Committee of the Bank's Board of Directors adopted on March 24, 1997 (and       
affirmed by the Bank's Board of Directors on April 8, 1997) and June 11, 1997,  
it is our opinion that, with respect to the Notes, when, as and if (i) the      
Registration Statement becomes effective pursuant to the provisions of the      
Securities Act of 1933, as amended, and (ii) the Notes have been duly issued by 
the Trust and authenticated by the Indenture Trustee all in accordance with the 
terms and conditions of the Indenture and sold by the Trust in the manner       
described in the Registration Statement, the Notes will have been duly          
authorized by all necessary action on behalf of the Trust and will have been    
legally issued and will be binding obligations enforceable in accordance with   
their terms and entitled to the benefits of the Indenture except as the same may
be limited by bankruptcy, insolvency, reorganization, moratorium, or similar    
laws affecting the enforcement of creditors' rights generally or the relief of  
debtors, as may be in effect from time to time, or by general principles of     
equity.                                                                         

      We wish to advise you that we are members of the bar of the State of
New York and the opinions expressed herein are limited to the laws of the State 
of New York and the Federal laws of the United States.                          

 We hereby consent to the filing of this opinion. In giving such
consent, we do not admit that we are "experts" within the meaning of the term   
used in the Securities Act of 1933, as amended, 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.                                                                      

                    Sincerely,

                                  /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
		6/11/97		2
		4/8/97		2
		3/24/97		2
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