EXHIBIT 5

                                                         October 17, 2002


FleetBoston Financial Corporation
100 Federal Street
Boston, MA 02110

Re:  FleetBoston Financial Corporation
     Dividend Reinvestment Plan


Ladies and Gentlemen:

     We have examined the Registration Statement on Form S-3 (the "Registration
Statement") filed by FleetBoston Financial Corporation (the "Company") with the
Securities and Exchange Commission on the date hereof in connection with the
registration under the Securities Act of 1933, as amended, of 6,500,000 shares
of the Company's Common Stock, $.01 par value, including the associated
preferred share purchase rights (the "Common Stock"), to be issued pursuant to
the Company's Dividend Reinvestment Plan (the "Plan").

     We have served as counsel for the Company and, as such, have assisted in
the organization thereof under the laws of the State of Rhode Island and are
familiar with all corporate proceedings since its organization. We have examined
the following documents and records:

     1.   The Restated Articles of Incorporation of the Company, as amended;

     2.   The By-Laws of the Company, as amended;

     3.   The Plan;

     4.   All corporate minutes and proceedings of the Company relating to the
Plan and the issuance of the Common Stock being registered under the
Registration Statement; and

     5.   The specimen certificate of Common Stock.

     We have also examined such further documents, records and proceedings as we
have deemed pertinent in connection with the issuance of said Common Stock. In
our examination, we have assumed the genuineness of all signatures, the



legal capacity of natural persons, the completeness and authenticity of all
documents submitted to us as originals, and the conformity to the originals of
all documents submitted to us as certified, photostatic or conformed copies, and
the validity of all laws and regulations.

     We are qualified to practice law in the State of Rhode Island and we do not
purport to express any opinion herein concerning any law other than the laws of
the State of Rhode Island and the federal law of the United States.

     Based upon such examination, it is our opinion that the Common Stock being
registered by the Registration Statement, when issued and paid for as
contemplated by the Plan, will be legally issued, fully paid and non-assessable.

     We hereby consent to the use of our name in and the use of this opinion in
connection with the Registration Statement and all amendments thereto.


                                                 Very truly yours,

                                             /s/ EDWARDS & ANGELL, LLP