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EXHIBIT 5.1
August 18, 2000
ORIX Credit Alliance Receivables 2000-B Corporation,
300 Lighting Way,
Secaucus, New Jersey 07096-1525.
ORIX Credit Alliance Receivables Trust 2000-B,
c/o The Bank of New York (Delaware),
502 White Clay Center,
Newark, Delaware 19714-6973.
Dear Sirs:
In connection with the registration under the Securities Act of 1933 (the
"Act") by ORIX Credit Alliance Receivables 2000-B Corporation, a Delaware
corporation (the "Company"), as originator of ORIX Credit Alliance Receivables
Trust 2000-B, a Delaware business trust (the "Trust"), of Receivable-Backed
Notes, Classes A-1, A-2, A-3, A-4, B and C (the "Notes"), we, as your special
counsel, have examined such corporate records, certificates and other documents,
and such questions of law, as we have considered necessary or appropriate for
the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our opinion:
(1) When the Registration Statement on Form S-1, as amended (File No.
333-43312) (the "Registration Statement"), filed by the Company on behalf
of the Trust with respect to the Notes, has become effective under the Act,
the Indenture relating to the Notes has been duly authorized, executed and
delivered, the terms of the Notes and of their issuance and sale have been
duly established in conformity with the Indenture so as not to violate any
applicable law or result in a default under or breach of any agreement or
instrument binding upon the Trust and so as to comply with any requirement
or restriction imposed by any court or governmental body having
jurisdiction over the Trust, and the Notes have been duly executed and
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authenticated in accordance with the Indenture and issued and sold as
contemplated in the Registration Statement, the Notes will constitute valid
and legally binding obligations of the Trust, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar
laws of general applicability relating to or affecting creditors' rights
and to general equity principles.
(2) The material Federal income tax consequences of the purchase,
ownership and disposition of the Notes held as capital assets by initial
purchasers who are not subject to special rules are as set forth under the
heading "material Federal Income Tax Considerations" in the Registration
Statement.
The foregoing opinion is limited to the Federal laws of the United States
and the laws of the State of New York, and we are expressing no opinion as to
the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the headings "Material
Federal Income Tax Considerations" and "Legal Matters" in the Registration
Statement. In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Sullivan & Cromwell
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Sullivan & Cromwell
