<PAGE>
EXHIBIT 5.1
October 18, 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 (i) American Honda
Receivables Corp. ("AHRC"), a California corporation and a wholly owned limited
purpose subsidiary of American Honda Finance Corporation, a California
corporation and (ii) the Honda Auto Receivables 2000-1 Owner Trust, a Delaware
business trust (the "Issuer"), in connection with the proposed issuance of
approximately $1,100,000,000 aggregate principal amount of asset-backed notes
(the "Notes") to be offered pursuant to a registration statement on Form S-3
(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 an Indenture, dated as of
October 1, 2000 (the "Indenture"), between the Issuer and U.S. Bank National
Association, as Indenture Trustee (the "Indenture Trustee").
We have examined originals or copies, certified or otherwise
identified to our satisfaction of the organizational documents of the Issuer,
the Indenture, the form of Notes included as an exhibit to the Indenture, 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 will be duly
executed and delivered by the parities thereto; that the Notes will be duly
executed and delivered in substantially in the forms contemplated by the
Indenture; and the Notes will be sold as described in the Registration
Statement.
Based upon the foregoing, we are of the opinion that the Notes
are in due and proper form and, assuming the due authorization, execution and
delivery of the Indenture, as applicable by the Issuer and the Indenture
Trustee, and the due authorization of the Notes for each series by all necessary
action on the part of the Issuer, when the Notes have been validly executed,
authenticated and issued in accordance with the Indenture and delivered against
payment therefor, the Notes will be valid and binding obligations of the Issuer,
enforceable against the 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.
<PAGE>
The opinions expressed above are limited to the federal laws of
the United States of America and the laws of the state of California (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 reference to this firm under the heading
"Legal Opinions" in the Prospectus Supplement, without admitting that we are
"experts" within the meaning of the 1933 Act or the rules or ergulations of
the Securities and Exchange Commission thereunder, with respect to any part
of the Registration Statement.
Respectfully submitted,
/s/ Dewey Ballantine LLP
2
