EXHIBIT 8.1

                                February 26, 2001

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 (i) American Honda
Receivables Corp. ("AHRC"), a California corporation and a wholly owned limited
purpose subsidiary of American Honda Finance Corporation ("AHFC"), a California
corporation and (ii) the Honda Auto Receivables 2001-1 Owner Trust, a Delaware
business trust (the "Issuer"), in connection with the proposed issuance of
approximately $1,500,000,000 aggregate principal amount of asset-backed notes
(the "Notes") to be offered pursuant to a registration statement on Form S-3
(the "Registration Statement") relating to the Notes. The Registration Statement
has been filed with the Securities and Exchange Commission under the Securities
Act of1933, as amended (the "1933 Act"), and the rules and regulations
promulgated thereunder. The Notes will be issued under an Indenture, dated as of
February 1, 2001 (the "Indenture"), between the Issuer and U.S. Bank National
Association, as Indenture Trustee (the 'Indenture Trustee"). The Sale and
Servicing Agreement, dated as of February 1, 2001, among the Issuer, AHRC and
AHFC 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 Indenture, the Sale and
Servicing Agreement, and the form of Notes included in the Indenture, and such
other records, documents and certificates of the Issuer 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 and the
Sale and Servicing Agreement will be duly executed and delivered by each of the
respective parties thereto; that the Notes as completed for each series, as
applicable, will be duly executed and delivered substantially in the forms
contemplated by the Indenture; and the Notes 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



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 that appears under the heading "Material
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, 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 reference to this firm under the heading
"Material Income Tax Consequences" in the Prospectus Supplement, 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.

                  Respectfully submitted,

                  /s/ Dewey Ballantine LLP

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