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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 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") and/or 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 Notes and 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 Notes will be issued under and pursuant to the 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". 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".
In connection with this opinion letter, we have examined originals
or copies, certified or otherwise identified to our satisfaction of the
organizational documents of the Issuer, the form of Indenture included as an
exhibit to the Registration Statement, 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
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in the Registration Statement and the form of Notes 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 Indenture, Pooling and Servicing Agreement and 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
Notes and Certificates as completed for each series, as applicable, will be
duly executed and delivered substantially in the forms contemplated by the
Indenture or Pooling and Servicing Agreement or the Sale and Servicing
Agreement, as applicable; and the Notes and Certificates for each series will
be sold as described in the Registration Statement.
In rendering this opinion letter, we express no opinion as to the
laws of any jurisdiction other than the United States Internal Revenue Code
of 1986, as amended, (the "Code") nor do we express any opinion, either
implicitly or otherwise, on any issue not expressly addressed below. In
rendering this opinion letter, we have not passed upon and do not pass upon
the application of "doing business" or the securities laws of any
jurisdiction.
As special tax counsel to AHRC and the Issuer, we have advised AHRC
and the Issuer with respect to certain federal income tax aspects of the
proposed issuance of the Notes and the Certificates after the date hereof as
described in the Registration Statement. Such advice has formed the basis for
the description of selected federal income tax consequences for holders of
the Notes and Certificates that appears under the heading "Material Federal
Income Tax Consequences" in the Prospectus. Such description does not purport
to discuss all possible federal income tax ramifications of the proposed
issuance of the Notes and Certificates, but with respect to those federal
income tax consequences which are discussed, in our opinion, the description
is accurate.
This opinion set forth above is based on relevant provisions of the
Code, Treasury Regulations thereunder, and interpretations of the foregoing
as expressed in court decisions, administrative determinations, and
legislative history as of the date hereof. These provisions and
interpretations are subject to change, which may or may not be retroactive in
effect, that might result in modifications of our opinion.
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
"Certain Federal Income Tax Consequences" in the Prospectus, 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
