VISTEON CORP
S-8, EX-5.(A), 2000-06-21
MOTOR VEHICLE SUPPLIES & NEW PARTS
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                                                                      Exhibit 5A

                                  June 15, 2000


Visteon Corporation
5500 Auto Club Drive
Dearborn, MI  48126

Ladies & Gentlemen:

          This  will  refer  to the  Registration  Statement  on Form  S-8  (the
"Registration  Statement")  that is being  filed  by  Visteon  Corporation  (the
"Company")  with the  Securities  and  Exchange  Commission  (the  "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities  Act"), with
respect to 5,000,000  shares of Common Stock,  par value $1.00 per share, of the
Company ("Common Stock"), relating to the Company's Investment Plan for Salaried
Employees (the "Plan").

          As Secretary  and General  Counsel of the Company,  I am familiar with
the  Certificate  of  Incorporation  and the By-laws of the Company and with its
affairs, including the actions taken by the Company in connection with the Plan.
I also have examined such other  documents  and  instruments  and have made such
further  investigation  as I have deemed  necessary or appropriate in connection
with this opinion.

          Based upon the foregoing, it is my opinion that:

          1.  The  Company  is  duly  incorporated  and  validly  existing  as a
corporation under the laws of the State of Delaware.

          2. All necessary  corporate  proceedings  have been taken to authorize
the  issuance  of  the  shares  of  Common  Stock  being  registered  under  the
Registration Statement, and all such shares of Common Stock acquired by Fidelity
Management  Trust  Company,  as trustee  under the Master Trust  Agreement to be
dated July,  2000  relating to the Plan (the "Master  Trust  Agreement")  and as
trustee under the Plan, in  accordance  with the Master Trust  Agreement and the
Plan,  will  be  legally  issued,   fully  paid  and  non-assessable   when  the
Registration  Statement  shall have become  effective and the Company shall have
received therefor the consideration  provided in the Plan (but not less than the
par value thereof).

          I hereby  consent  to the use of this  opinion  a  Exhibit  5.A 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/ Stacy L. Fox

                                        Stacy L. Fox
                                        Senior Vice President, General Counsel
                                            and Secretary



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