EXHIBIT 5.1



                       Form of Opinion of Winston & Strawn
                            with respect to Legality


                                  May 22, 2000


Harley-Davidson Customer Funding Corp.,
    as Trust Depositor
150 South Wacker
Chicago, Illinois 60606


   Re:   Asset-Backed Notes and Asset-Backed Certificates
         Registration Statement on Form S-3 (Registration No. 333-       )
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Ladies and Gentlemen:

         We have acted as special counsel to Harley-Davidson Customer Funding
Corp. (the "COMPANY"), as depositor of the trusts (each, a "TRUST") to be
created to issue asset-backed notes (the "NOTES") and asset-backed certificates
(the "CERTIFICATES", and together with the Notes, the "SECURITIES"), in
connection with the filing of the Registration Statement on Form S-3
(Registration No. 333-___________) (such registration statement, together with
the exhibits and any amendments thereto, the "REGISTRATION STATEMENT"),
registering 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 "SECURITIES ACT"). As described in the Registration
Statement, the Notes and Certificates will be issued under and pursuant to the
terms of one or more Pooling and Servicing Agreements, Sale and Servicing
Agreements, Trust Agreements and Indentures (collectively, the "AGREEMENTS" and
each, individually, an "AGREEMENT"). Capitalized terms used but not defined
herein have the meanings given to them in the Registration Statement.

         This opinion letter is being delivered to you pursuant to the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.



         We are familiar with the proceedings to date with respect to the
proposed issuance and delivery of the Securities and have examined copies of the
Articles of Incorporation and by-laws of the Company, the Registration Statement
and the prospectus and prospectus supplements included therein, the form of each
Agreement and such other documents, records and questions of law, and satisfied
ourselves as to such matters of fact, as we have considered relevant and
necessary as a basis for this opinion letter.

         In our examination, we have assumed 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 or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents that will be executed in connection with the issuance
of the Securities, we have assumed that the parties to such documents will have
at the time of execution of such documents, the power, corporate or other, to
enter into and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and the validity and binding effect
of such documents. As to any facts material to the opinions expressed herein
which we did not independently establish or verify, we have relied upon oral and
written statements and representations of officers and other representatives of
the Company and others. In addition, we have also relied upon the accuracy and
completeness of all certificates and other statements, representations,
documents, records, financial statements and papers reviewed by us, and the
accuracy and completeness of all representations, warranties, schedules and
exhibits contained in such documents, with respect to the factual matters set
forth therein.

         Based on the foregoing, we are of the opinion that when (i) the
Registration Statement, as finally amended, has become effective under the
Securities Act, (ii) the terms, prices and interest rates of the Securities
have been duly approved by the Board of Directors, (iii) the applicable
Agreements relating to such Securities have been duly executed and delivered
by the parties thereto in substantially the forms filed as exhibits to the
Registration Statement, (iv) with respect to each Trust which will issue the
Securities, the Certificate of Trust for such Trust has been duly executed
and filed by the Owner Trustee with the Secretary of State of the State of
Delaware, (v) the Indenture pursuant to which the Notes will be issued has
been qualified under the Trust Indenture Act of 1939, as amended, (vi) the
purchasers of the Securities shall have paid the purchase price therefor and
the Securities have been duly executed and authenticated in accordance with
the applicable Agreements pertaining to them, the Securities will be legally
issued, fully paid and non-assessable and will be legally valid and binding
obligations of the issuing Trust as issuer of such Securities enforceable in
accordance with their terms, and entitled to the benefits of the applicable
Agreements (subject to the effect of bankruptcy, fraudulent conveyance or
transfer, insolvency, reorganization, arrangement, liquidation,
conservatorship and moratorium laws and subject to the limitations imposed by
other laws and judicial decisions relating to or affecting the rights of
creditors generally, to general principles of equity, regardless of whether
enforcement is considered in proceedings in equity or at law, and to an
implied covenant of good faith and fair dealing).

         We do not find it necessary for the purposes of this opinion letter to
cover, and accordingly we express no opinion as to, the application of the
securities or blue sky laws of the various states to the offering of the
Securities.


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         This opinion letter is limited to the laws of the United States of
America and the States of Illinois and New York, and we express no opinion
with respect to the laws of any other state or jurisdiction.

         Our opinions set forth in this letter are based on the facts in
existence and the laws in effect on the date hereof and we expressly disclaim
any obligation to update our opinions herein, regardless of whether changes in
such facts or laws come to our attention after the delivery hereof.

         We hereby consent to the filing of this opinion letter as an Exhibit to
the Registration Statement and to all references to our firm included in or made
a part of the Registration Statement. In giving such consent, we do not concede
that we are experts within the meaning of the Securities Act or the rules and
regulations thereunder or that this consent is required by Section 7 of the
Securities Act.

                                    Very truly yours,


                                    /s/ Winston & Strawn


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