<PAGE>
EXHIBIT 5.1
[Letterhead of GnazzoThill, A Professional Corporation]
November 21, 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
<PAGE>
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
