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[LETTERHEAD OF O'MELVENY & MYERS LLP]
June 27, 2000
American Honda Receivables Corp.
700 Van Ness Avenue
Torrance, California 90501
Re: American Honda Receivables Corp.
Honda Auto Receivables Trusts
Registration Statement on Form S-3
Registration No. 333-92827
Ladies and Gentlemen:
We have acted as special counsel to American Honda Receivables Corp.
("AHRC"), a California corporation and a wholly owned limited purpose subsidiary
of American Honda Finance Corporation, a California corporation and certain
trusts, all of the beneficial ownership of which will initially be owned by AHRC
(together with AHRC, each an "Issuer"), in connection in connection with the
proposed issuance of $6,000,000,000.00 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 June 27, 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 June 27, 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 Issuer, 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 Issuer public officials as we have deemed necessary for the purpose of this
opinion. In addition, we have assumed the Pooling and Servicing Agreement and
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
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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 therefore, 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 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 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
