Exhibit 5
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September 12, 2000
Case Credit Corporation
233 Lake Avenue
Racine, Wisconsin 53403
CNH Capital Receivables Inc.
100 South Saunders Road
Lake Forest, Illinois 60045
CNH Equipment Trust 2000-B
233 Lake Avenue
Racine, Wisconsin 53403
Re: CNH Capital Receivables Inc.
Registration Statement on
Form S-3 (Registration No. 333-38040)
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Ladies and Gentlemen:
We have acted as special counsel for CNH Capital Receivables Inc.,
a Delaware corporation (the "Company"), in connection with (a) the
above-captioned Registration Statement (such registration statement,
together with the exhibits and any amendments thereto, the "Registration
Statement"), filed by the Company with the Securities and Exchange
Commission in connection with the registration by the Company of Asset
Backed Notes and Asset Backed Certificates with a proposed maximum
aggregate offering price of $4,000,000,000 and (b) the contemplated sale
under the Registration Statement on September 21, 2000 of $977,500,000 of
Asset Backed Notes (the "Subject Notes") issued by CNH Equipment Trust
2000-B (the "Trust").
In that connection, we are familiar with the proceedings taken by
the Company in connection with the authorization, issuance and sale of the
Subject Notes and have examined copies of such documents, corporate records
and other instruments as we have deemed necessary or appropriate for the
purposes of this opinion, including the Registration Statement and the
documents relating to the issuance of the Subject Notes. Terms used herein
without definition have the meanings given to such terms in the
Registration Statement.
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Page 2
We are also familiar with the certificates of incorporation of the
Company and the servicer and have examined all statutes, corporate records
and other instruments that we have deemed necessary to examine for the
purposes of this opinion.
Based on the foregoing, we are of the opinion that:
(i) the Subject Notes have been duly authorized by all necessary
action of the Trust and will be legally issued and binding
obligations of the Trust and entitled to the benefits afforded by
the related indenture; and
(ii) the statements set forth in the Prospectus relating to the
Subject Notes under the captions "U.S. Federal Income Tax
Consequences," "Illinois State Tax Consequences" and "ERISA
Considerations" (as modified by the statements, if any, set forth
under the headings "Summary of Terms--Tax Status," "Summary of
Terms--ERISA Considerations" and "ERISA Considerations" in the
related Prospectus Supplement) accurately reflect our opinion.
Our opinions expressed herein are limited to the federal laws of
the United States, the laws of the State of New York, the laws of the State
of Illinois and the business trust laws of the State of Delaware.
Very truly yours,
/s/ MAYER, BROWN & PLATT
RFH:BCB
