March 22, 1999



Credit Suisse First Boston Corporation,
 as Representative of the
  Several Underwriters
Eleven Madison Avenue
5th Floor
New York, New York 10010


         Re: Case Equipment Receivables Trust 1999-A
             ---------------------------------------

Ladies and Gentlemen:

         We have acted as special Federal tax counsel for Case Equipment
Receivables Trust 1999-A, a Delaware business trust (the "Trust"), in
connection with the issuance and sale of Class A-1 Asset Backed Notes (the
"Class A-1 Notes"), Class A-2 Asset Backed Notes (the "Class A-2 Notes"),
Class A-3 Asset Backed Notes (the "Class A-3 Notes"), Class A-4 Asset
Backed Notes (the "Class A-4 Notes") and Class B Asset Backed Notes (the
"Class B Notes"; together with the Class A-1 Notes, the Class A-2 Notes,
the Class A-3 Notes and the Class A-4 Notes, the "Notes"), to be issued
pursuant to the Indenture, dated as of March 1, 1999 (the "Indenture"),
between the Trust and Harris Trust and Savings Bank, as Indenture Trustee.
Capitalized terms not otherwise defined herein are used as defined in the
Sale and Servicing Agreement, dated as of March 1, 1999 (the "Sale and
Servicing Agreement"), among the Trust, as Issuer, Case Receivables II Inc.
("CRC"), as Seller, and Case Credit Corporation ("Case Credit"), as the
Servicer.

         In that connection, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate for the purposes of this opinion, including: (a) the
Prospectus, dated March 10, 1999 (the "Prospectus"), and the Prospectus
Supplement (to the Prospectus), dated March 10, 1999 (the "Prospectus
Supplement"), relating to the Notes, as filed with the







March 22, 1999
Page 2


Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended, (b) the Indenture, (c) the Sale and Servicing Agreement, (d)
the Purchase Agreement, dated as of March 1, 1999 between Case Credit and
CRC, (e) the Trust Agreement, dated as of March 1, 1999, (the "Trust
Agreement"), between CRC, as Depositor, and The Bank of New York, as
trustee (the "Trustee") and (f) specimens of the Notes.

         The opinion set forth in this letter is based on reasoning from
legal principles based on the relevant provisions of the Internal Revenue
Code of 1986, as amended, the legislative history thereof, currently
applicable Treasury regulations, judicial decisions, administrative rulings
and such other authorities as we have considered relevant. There can be no
assurance that the opinions expressed below could not be successfully
challenged by the Internal Revenue Service, or significantly altered by
legislative changes, changes in administrative positions or judicial
decisions, any of which may be applied retroactively with respect to the
completed transactions. Any such change could render the affected
provisions of this opinion inoperative. No tax rulings will be sought from
the IRS with respect to any of the matters discussed herein.

         Based upon the foregoing, we hereby confirm that: (i) the
statements set forth in the Prospectus under the heading "U.S. FEDERAL
INCOME TAX CONSEQUENCES" and in the Prospectus Supplement under the heading
"SUMMARY OF TERMS--TAX STATUS" (to the extent relating to Federal income
tax consequences) accurately reflect our opinion; (ii) the statements set
forth in the Prospectus under the heading "ILLINOIS STATE TAX CONSEQUENCES"
and in the Prospectus Supplement under the heading "SUMMARY OF TERMS--TAX
STATUS" (to the extent relating to Illinois state income tax consequences)
accurately reflect our opinion; and (iii) the statements set forth in the
Prospectus under the heading "ERISA CONSIDERATIONS" and in the Prospectus
Supplement under the headings "ERISA CONSIDERATIONS" and "SUMMARY OF
TERMS--ERISA Considerations" accurately reflect our opinion.

                                              Very truly yours,

                                              /s/ MAYER, BROWN & PLATT