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EXHIBIT 5.1
FORD MOTOR CREDIT COMPANY
Hurley D. Smith
Secretary and Corporate Counsel
One American Road
Dearborn, Michigan 48126-6044
December 11, 2000
Ford Credit Auto Receivables Two, Inc.
One American Road
Dearborn, Michigan 48126
Ford Motor Credit Company
One American Road
Dearborn, Michigan 48126
Ford Credit Auto Receivables Two L.P.
One American Road
Dearborn, Michigan 48126
Re: Registration Statement Form S-3
Relating to Ford Credit Auto Owner Trusts (the
"Registration Statement")
Dear Sirs:
The undersigned, Hurley D. Smith, Corporate Counsel of Ford Credit Auto
Receivables Two, Inc. ("FCAR"), Ford Credit Auto Receivables Two L.P.
("Seller") and Ford Motor Credit Company ("Ford Credit") has acted as counsel
for FCAR, Seller and Ford Credit in connection with the Registration Statement,
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, respecting the issuance by various trusts (each a "Trust") to
be formed pursuant to an Amended and Restated Trust Agreement ("Trust
Agreement") to be entered into between the Seller and the Owner Trustee (the
"Owner Trustee") of Asset Backed Securities consisting of Notes and
Certificates. Any Asset Backed Securities consisting of Notes are to be issued
pursuant to an Indenture (the "Indenture") to be entered into between the Trust
and the Indenture Trustee designated therein (the "Indenture Trustee").
In that connection, I have examined, or caused to be examined, originals
or copies certified to my satisfaction, of such documents, corporate and
partnership records and other instruments as I have deemed necessary or
appropriate for the purposes of this opinion. Based upon the foregoing, I am of
the opinion that the Asset Backed Securities, when duly executed and
authenticated by the Indenture Trustee or the Owner Trustee, as the case may be,
in accordance with the terms of the applicable Indenture or Trust Agreement, and
issued and delivered against payment thereof, will be legally issued, fully paid
and nonassessable.
I hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, I do not admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act or the Rules and Regulations of the Commission issued thereunder.
Very truly yours,
/s/ Hurley D. Smith
