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EXHIBIT 5.1(b)
[LETTERHEAD OF O'MELVENY & MYERS LLP]
January 11, 2001
Nissan Auto Receivables Corporation
Nissan Auto Receivables Corporation II
Nissan Motor Acceptance Corporation
Nissan Auto Receivables Trusts
990 West 190th Street
Torrance, California 90502
Re: Nissan Auto Receivables Corporation
Nissan Auto Receivables Corporation II
Nissan Motor Acceptance Corporation
Nissan Auto Receivables Trusts
Registration Statement on Form S-3
Registration No. 333-51224
Registration No. 333-51224-01
Ladies and Gentlemen:
We have acted as special counsel to Nissan Auto Receivables
Corporation("NARC") and Nissan Auto Receivables Corporation II ("NARC II"), a
Delaware corporation and wholly owned limited purpose subsidiary of Nissan Motor
Acceptance Corporation, a California corporation ("NMAC"), and certain trusts,
all of the beneficial ownership of which will initially be owned by NARC or NARC
II (together with NARC and NARC II, each an "Issuer"), in connection with the
proposed issuance of $8,500,000,000 aggregate principal amount of asset-backed
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 for each series will be issued under and
pursuant to a pooling and servicing agreement among the applicable Issuer, NMAC
and the Trustee (as defined therein) or a trust agreement between the applicable
Issuer and the Owner Trustee (as defined therein). The pooling and servicing
agreement in the form filed with the Securities and Exchange Commission
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on January 11, 2001, as an exhibit to the Registration Statement, is herein
referred to as the "Pooling and Servicing Agreement." The trust agreement in the
form filed with the Securities and Exchange Commission on January 11, 2001, as
an exhibit to the Registration Statement, is herein referred to as the "Trust
Agreement."
We have examined originals or copies, certified or otherwise
identified to our satisfaction of the organizational documents of the Issuers,
the Pooling and Servicing Agreement, the Trust Agreement , the forms of
Certificates included as exhibits to the Pooling and Servicing Agreement and the
Trust Agreement, 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 the Trust 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 Trust Agreement, as applicable; and
that 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
the Trust Agreement, as applicable, by the parties thereto, 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 the Trust Agreement, as applicable, and delivered against
payment therefor, the Certificates for each series will be validly issued and
outstanding, fully paid and nonassessable, and entitled to the benefits of the
Pooling and Servicing Agreement or the Trust 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 injunctive 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 States of California and 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
