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EXHIBIT 5
January 2, 2001
Ford Motor Credit Company
One American Road
Dearborn, Michigan 48126
Ladies and Gentlemen:
This will refer to the Registration Statement No. 333-50090 on Form S-3
(the "Registration Statement") filed by Ford Motor Credit Company (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 the proposed sale by the Company of the debt securities covered
thereby (the "Debt Securities").
As Assistant Secretary and Associate Counsel-Corporate of the Company,
I am familiar with the Certificate of Incorporation and the By-Laws of the
Company and with its affairs. I also have examined, or caused to be examined,
such other documents and instruments and have made, or caused to be 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. When (a) the registration requirements of the Securities
Act and such Blue Sky or securities laws as may be
applicable shall have been complied with, (b) the
Indenture dated as of February 1, 1985, as supplemented,
between the Company and The Chase Manhattan Bank, pursuant
to which the Debt Securities are to be issued, shall have
been qualified under the Trust Indenture Act of 1939, as
amended, (c) the form or forms of the Debt Securities and
the final terms thereof shall have been duly approved or
established in accordance with the terms of the Indenture,
as supplemented and (d) the Debt Securities shall have
been duly executed, authenticated, completed, issued and
delivered against payment therefore, the Debt Securities
will thereupon be legally issued and binding obligations
of the Company.
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/ R. P. Conrad
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R. P. Conrad
