EXHIBIT 8.1


               [LETTERHEAD OF ORRICK, HERRINGTON & SUTCLIFFE LLP]

                               September 12, 2002

Capital One Funding, LLC
140 East Shore Drive, Room 1048
Glen Allen, Virginia 23059

Re:      Capital One Multi-asset Execution Trust
         Capital One Master Trust
         Capital One Funding LLC
         Registration Statement on Form S-3

Ladies and Gentlemen:

         We have acted as counsel for Capital One Funding, LLC, a Virginia
limited liability company, in connection with the preparation of the
Registration Statement on Form S-3 (the "Registration Statement"), which has
been filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Act"), for the registration under the Act of series
(each, a "Series") of notes (collectively, the "Notes"), each such Series of
Notes representing obligations of the Capital One Multi-asset Execution Trust
(the "Trust"). Each Series of Notes will be issued pursuant to an Indenture (the
"Master Indenture"), as supplemented by an Asset Pool Supplement relating to
each pool of assets (each, an "Asset Pool Supplement") and an Indenture
Supplement relating to such Series (each, an "Indenture Supplement" and, in each
such case, together with the Asset Pool Supplement and the Master Indenture, the
"Indenture"), in each case between the Trust and The Bank of New York, as
Indenture Trustee.

         We hereby confirm that the statements set forth in the prospectus
supplement (the "Prospectus Supplement") and the prospectus (the "Prospectus")
relating to the Notes forming a part of the Registration Statement under the
headings "Prospectus Supplement Summary - Federal Income Tax Consequences" in
the Prospectus Supplement and "Prospectus Summary - Tax Status" and "Federal
Income Tax Consequences" in the Prospectus, which statements have been prepared
by us, to the extent that they constitute matters of law or legal conclusions
with respect thereto, are correct in all material respects, and we hereby adopt
and confirm the opinions set forth therein.

         The above-referenced description of federal income tax consequences and
opinions does not relate to any transaction which requires modification of such
description and opinions in the context of such transaction.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to Orrick, Herrington &
Sutcliffe LLP under the captions "Prospectus Supplement Summary - Federal Income
Tax Consequences" in the Prospectus Supplement and "Legal Matters," "Prospectus
Summary - Tax Status" and "Federal Income Tax



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September 12, 2002
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Consequences" in the Prospectus. 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/ ORRICK, HERRINGTON & SUTCLIFFE LLP

                                          ORRICK, HERRINGTON & SUTCLIFFE LLP