Exhibit 5.1


      [Letterhead of American Express Receivables Financing Corporation II]


                                 April 20, 2004

American Express Receivables Financing Corporation II
200 Vesey Street, Room 138
Mail Stop 01-31-12
New York, NY 10285


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

Ladies and Gentlemen:

         I have acted as counsel to American Express Receivables Financing
Corporation II (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, American
Express Receivables Financing Corporation III LLC ("RFC III") and American
Express Receivables Financing Corporation IV LLC ("RFC IV") 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, as amended and restated as of April 16, 2004 (as so amended and restated,
the "Pooling Agreement") among RFC III, RFC IV, the Transferor, American Express
Travel Related Services Company, Inc., as Servicer (the "Servicer") and The Bank
of New York, as trustee (the "Trustee"). 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/ Carol V. Schwartz
                                                     Carol V. Schwartz
                                                     Group Counsel











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