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EXHIBIT 5.1(b)
Exhibit 5.1(b)
to the Registration Statement
August 7, 2000
Toyota Motor Credit Receivables Corporation
Toyota Motor Credit Corporation
Toyota Auto Receivables Trusts
19001 South Western Avenue
Torrance, California 90509
Re: Toyota Motor Credit Receivables Corporation
Toyota Motor Credit Corporation
Toyota Auto Receivables Trusts
Registration Statement on Form S-3
Registration No. 333-41568
Ladies and Gentlemen:
We have acted as special counsel to Toyota Motor Credit Receivables
Corporation ("TMCRC"), a California corporation and a wholly owned limited
purpose subsidiary of Toyota Motor Credit Corporation ("TMCC"), a California
corporation and certain trusts, all of the beneficial ownership of which will
initially be owned by TMCRC (together with TMCRC, each an "Issuer"), in
connection with the proposed issuance of $2,100,000,000 aggregate principal
amount of certificates (the "Certificates") to be offered pursuant to a
registration statement on Form S-3 (such registration statement as amended, the
"Registration Statement") relating to the Certificates. The Registration
Statement has been filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "1933 Act"), and the rules and
regulations promulgated thereunder. The Certificates will be issued under and
pursuant to a pooling and servicing agreement or sale and servicing agreement
for each series, each between the applicable Issuer, the administrator (as
defined therein, the "Administrator") and the trustee (as defined therein, the
"Trustee"). The pooling and servicing agreement in the form filed with the
Securities and Exchange Commission on July 17, 2000, as an exhibit to the
Registration Statement, is herein referred to as the "Pooling and Servicing
Agreement". The sale and servicing agreement in the form filed with the
Securities and Exchange Commission on July 17, 2000, as an exhibit to the
Registration Statement, is herein referred to as the "Sale and Servicing
Agreement".
We have examined originals or copies, certified or otherwise identified to
our satisfaction of the organizational documents of the Issuers', the form of
Pooling and Servicing Agreement included as an exhibit to the Registration
Statement, the form of Sale and Servicing Agreement included as an exhibit to
the Registration Statement, the form of Certificates included in the
Registration Statement, and such other records, documents and certificates of
the Issuers and public officials and other instruments as we have deemed
necessary for the purpose of this opinion. In addition, we have assumed that
each of the Pooling and Servicing Agreement and
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the Sale and Servicing Agreement, as applicable, as completed for each series
will be duly executed and delivered by each of the respective parties thereto;
that the Certificates as completed for each series will be duly executed and
delivered substantially in the forms contemplated by the Pooling and Servicing
Agreement and the Sale and Servicing Agreement, as applicable; and the
Certificates for each series will be sold as described in the Registration
Statement.
Based upon the foregoing, we are of the opinion that:
The Certificates are in due and proper form and, assuming the due
authorization, execution and delivery of the Pooling and Servicing Agreement and
Sale and Servicing Agreement, as applicable by the applicable Issuer,
Administrator and the Trustee, and the due authorization of the Certificates for
each series by all necessary action on the part of the applicable Issuer, when
the Certificates for each series have been validly executed, authenticated and
issued in accordance with the Pooling and Servicing Agreement or Sale and
Servicing Agreement, as applicable and delivered against payment therefor, the
Certificates for each series will be validly issued and outstanding, fully paid
and nonassesable, and entitled to the benefits of the Pooling and Servicing
Agreement or Sale and Servicing Agreement, as applicable, in accordance with its
terms, subject to bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to or affecting creditors' rights generally (including,
without limitation, fraudulent conveyance laws), and general principles of
equity, including without limitation, concepts of materiality, reasonableness,
good faith and fair dealing and the possible unavailability of specific
performance or injunction relief, regardless of whether such enforceability is
considered in a proceeding in equity or at law.
The opinions expressed above are limited to the federal laws of the United
States of America and the laws of the State of Delaware and the State of New
York (excluding choice of law principles therein). We express no opinion herein
as to the laws of any other jurisdiction and no opinion regarding the statutes,
administrative decisions, rules, regulations or requirements of any county,
municipality, subdivision or local authority of any jurisdiction.
We consent to the filing of this letter as an exhibit to the Registration
Statement and to the reference to this firm under the heading "Legal Opinions"
in the Prospectus and the Prospectus Supplement, without admitting that we are
"experts" within the meaning of the 1933 Act or the rules or regulations of the
Securities and Exchange Commission thereunder, with respect to any part of the
Registration Statement, including this exhibit.
Respectfully submitted,
/s/ O'MELVENY & MYERS LLP
