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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 with
the proposed issuance of $6,000,000,000.00 aggregate principal amount of
asset-backed notes (the "Notes") to be offered pursuant to a registration
statement on Form S-3 (such registration statement as amended, the
"Registration Statement") relating to the Notes. 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 Notes will be issued under and
pursuant to an indenture for each series, each between the applicable Issuer
and the Indenture Trustee (as defined therein). The indenture 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
"Indenture".
We have examined originals or copies, certified or otherwise
identified to our satisfaction of the organizational documents of the
Issuers, the form of Indenture included as an exhibit to the Registration
Statement, the form of Notes included in the Registration Statement, and such
other records, documents and certificates of the Issuer and public officials
and other instruments as we have deemed necessary for the purpose of this
opinion. In addition, we have assumed that the Indenture as completed for
each series will be duly executed and delivered by the parities thereto; that
the Notes as completed for each series will be duly executed and delivered
substantially in the forms contemplated by the Indenture; and the Notes for
each series will be sold as described in the Registration Statement.
Based upon the foregoing, we are of the opinion that:
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The Notes are in due and proper form and, assuming the due
authorization, execution and delivery of the Indenture, as applicable by the
applicable Issuer and the Indenture Trustee, and the due authorization of the
Notes for each series by all necessary action on the part of the applicable
Issuer, when the Notes for each series have been validly executed,
authenticated and issued in accordance with the applicable Indenture and
delivered against payment therefor, the Notes for each series will be valid
and binding obligations of the applicable Issuer, enforceable against the
applicable Issuer in accordance with their 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, regulation or requirements of any county,
municipality, subdivisions 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
