EXHIBIT 5.1
[Letterhead of GnazzoThill, A Professional Corporation]
November __, 2000
Yamaha Motor Receivables Corporation
6555 Katella Avenue, Suite A
Cypress, California 90630
Re: Yamaha Motor Master Trust
Floating Rate Series 2000-1 Asset-Backed Certificates
Registration Statement on Form S-1, No. 333-45516
Ladies and Gentlemen:
We have acted as special counsel to Yamaha Motor Receivables
Corporation (the "Company") in connection with the preparation and filing
of the registration statement on Form S-1 (the "Registration Statement")
filed on the date hereof with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Act"), in respect
of the Yamaha Motor Master Trust (the "Trust"), Floating Rate Series
2000-1, Class A Asset-Backed Certificates and Floating Rate Series 2000-1,
Class B Asset-Backed Certificates (collectively, the "Series 2000-1
Certificates"). Capitalized terms used but not defined herein shall have
the same meaning as in the Registration Statement.
In rendering the opinion set forth below, we have examined (i)
copies of the Company's certificate of incorporation and bylaws, each as
amended to date, (ii) minutes of meetings of the Company's Board of
Directors, (iii) the forms of agreements filed as exhibits to the
Registration Statement pursuant to which the Trust was formed and the
Series 2000-1 Certificates will be issued, including the form of Amended
and Restated Pooling and Servicing Agreement (the "Agreement"), (iv) the
form of Series 2000-1 Supplement to the Agreement (the "Supplement"), (v)
the forms of the Series 2000-1 Certificates, (v) the form of Underwriting
Agreement (the "Underwriting Agreement") among the Company, Yamaha Motor
Corporation, U.S.A., and Chase Securities Inc., as Underwriter (the
"Underwriter"), and (vi) such other records and documents, certificates of
corporate and public officials, and such investigations of law, as we have
considered necessary or appropriate.
In our examination, we have assumed (i) the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified, conformed or other
copies, and the authenticity of the originals of such copies and (ii) that
the transactions described in or contemplated by the foregoing documents
have been and will be consummated in accordance with the terms of such
operative documents, and that such documents accurately reflect the
material facts of such transactions.
Members of our firm are admitted to practice in the State of New
York and we do not express any opinion as to the laws of any jurisdiction
other than the State of New York. Based on the foregoing, assuming that the
issuance and sale of the Series 2000-1 Certificates have been duly
authorized by the Company, when executed and authenticated as specified in
the Agreement and the Supplement, and delivered to and paid for by the
Underwriter pursuant to the Underwriting Agreement, the Series 2000-1
Certificates will be legally issued and outstanding, fully paid and
non-assessable, and will be entitled to the benefits of the Agreement and
the Supplement.
Other than as expressly stated above, we express no opinion on any
issue relating to the Company, the Trust, or to any series of certificates
other than the Series 2000-1 Certificates described in the Registration
Statement.
We are furnishing this opinion to you solely in connection with the
filing of the Registration Statement and it is not to be relied upon, used,
circulated, quoted or otherwise referred to for any other purpose without
our express written permission.
We hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to the reference to this firm in the
Registration Statement and related prospectus under the heading "Legal
Matters." In giving our consent, we do not hereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ GNAZZOTHILL,
A PROFESSIONAL CORPORATION
