Exhibit 5.1


                 [Letterhead of American Express Centurion Bank]


                                February 7, 2002

American Express Centurion Bank
6985 Union Park Center
Midvale, Utah 84047

Re:      American Express Credit Account Master Trust,
         Registration Statement on Form S-3
         ---------------------------------------------


Ladies and Gentlemen:

         I have acted as counsel to American Express Centurion Bank (the
"Transferor") in connection with the above-referenced Registration Statement on
Form S-3 being filed concurrently herewith with the Securities and Exchange
Commission (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act"), relating to the proposed issuance and sale of Asset Backed
Certificates (the "Certificates") of the American Express Credit Account Master
Trust to which the Transferor and American Express Receivables Financing
Corporation II ("RFC II") will transfer receivables (the "Receivables")
generated from time to time in a portfolio of designated card accounts. The
American Express Credit Account Master Trust was formed pursuant to the Pooling
and Servicing Agreement, dated as of May 16, 1996, among American Express
Receivables Financing Corporation II, the Transferor, American Express Travel
Related Services Company, Inc., as Servicer (the "Servicer") and The Bank of New
York, as trustee (the "Trustee"), as amended by the First Amendment to the
Pooling and Servicing Agreement, dated as of March 30, 2001 (as so amended, the
"Pooling Agreement"). The Certificates will be issued and delivered in
accordance with the terms of a specified Series Supplement to the Pooling
Agreement.

         I or members of my staff have examined the forms of Pooling Agreement,
Series Supplement and Underwriting Agreement included as exhibits to the
Registration Statement. In addition, we have examined and considered executed
originals or counterparts, or certified or other copies, identified to my
satisfaction as being true copies, of such certificates, instruments, documents
and other corporate records of the Transferor and matters of fact and law as I
deem necessary for the purposes of the opinion expressed below. Capitalized
terms not otherwise defined herein have the respective meanings assigned to such
terms in the Pooling Agreement. In my examination I have assumed the genuineness
of all signatures, the authenticity of all documents submitted to me as
originals, the conformity to original documents of all documents submitted to me
as certified or photostatic copies and the authenticity of the original of such
latter documents.

         Based upon the foregoing, and subject to the qualification that I am
admitted to the practice of law in the State of New York and do not purport to
be expert in the laws of any jurisdiction other than the State of New York, I am
of the opinion that, assuming the due execution and delivery of the Pooling
Agreement and applicable Series Supplement thereto substantially in the form
filed as an exhibit to the Registration Statement, upon the issuance,
authentication and delivery of the Certificates in accordance with the
provisions of such Pooling Agreement and such Supplement, against payment
therefor, the Certificates will be legally issued, fully paid and
non-assessable.







         I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Legal
Matters" in the Prospectus included in the Registration Statement.




                                               Very truly yours,

                                               /s/ Kevin J. Cooper

                                               Kevin J. Cooper
                                               Group Counsel









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