August 4, 2000
MMCA Auto Receivables Trust
6363 Katella Avenue
Cypress, California 90630-5205
Re: Registration Statement on Form S-1
Registration No. 333-39120
Ladies and Gentlemen:
We are members of the Bar of the State of New York and have
acted as special counsel to MMCA Auto Receivables Trust, as seller (the
"Seller"), and Mitsubishi Motors Credit of America, Inc., as Servicer (the
"Servicer"), in connection with the issuance of the __% Class A-1 Asset
Backed Notes, __% Class A-2 Asset Backed Notes, __% Class A-3 Asset Backed
Notes, % Class A-4 Asset Backed Notes and __% Class B Asset Backed Notes
(collectively, the "Notes") by MMCA Auto Owner Trust 2000-1 (the "Issuer")
pursuant to the terms of an Indenture, dated as of August 1, 2000 (the
"Indenture"), between the Issuer and Bank of Tokyo-Mitsubishi Trust
Company, as Indenture Trustee (the "Indenture Trustee"). The Notes will be
sold to the underwriters (the "Underwriters") who are parties to an
underwriting agreement (the "Underwriting Agreement") between the Seller
and Credit Suisse First Boston Corporation, as representative of the
several Underwriters. Terms not otherwise defined herein have the meaning
assigned to them in the Prospectus (as defined below).
In this connection, we have examined and relied upon the
registration statement for the Notes on Form S-1, Registration No.
333-39120, filed with the Securities and Exchange Commission (the "SEC") on
June 12, 2000 and Amendment No. 1 thereto filed with the SEC on August 4,
2000 (collectively, the "Prospectus"), the form of the Indenture and the
forms of the other documents to be executed in connection therewith, and we
have assumed that the parties to such documents will comply with the terms
thereof. In addition, we have examined and considered executed originals or
counterparts, or certified or other copies identified to our satisfaction
as being true copies of such certificates, instruments, documents and other
corporate records of the Seller and the Servicer and matters of fact and
law as we deem necessary for the purpose of the opinion expressed below.
In our examination we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as
certified or photostatic copies and the authenticity of the original of
such latter documents. As to any facts material to the opinions expressed
herein that we did not independently establish or verify, we have relied
upon statements and representations of officers and other representatives
of the Seller, the Servicer and others.
We express no opinion as to the laws of any jurisdiction
other than the laws of the State of New York, the General Corporation Law
of the State of Delaware and the laws of the United States of America to
the extent specifically referred to herein.
Based upon and subject to the foregoing, we are of the
opinion that when the Indenture is executed and delivered by the parties
thereto, when the Notes to be issued pursuant to the Indenture have been
duly and validly authorized and executed by the Owner Trustee on behalf of
the Issuer and have been authenticated by the Indenture Trustee in
accordance with the provisions of the Indenture, and when the Notes are
paid for by the Underwriters pursuant to the Underwriting Agreement, the
Notes will be legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to Skadden, Arps, Slate,
Meagher & Flom LLP under the caption "Legal Opinions" in the Prospectus
included in the Registration Statement.
Very truly yours,
Skadden, Arps, Slate, Meagher & Flom LLP
