EXHIBIT 5.1


                                  June 17, 1996






Banc One ABS Corporation

     Subject:  Banc One Auto Grantor Trust 1996-B

Ladies and Gentlemen:

     We have acted as counsel to Banc One ABS Corporation, an Ohio corporation
(the "Seller"), in connection with the negotiation, execution and delivery of
(a) the Pooling and Servicing Agreement dated as of June 1, 1996 (the "Pooling
and Servicing Agreement") by and among the Seller, Bank One, Arizona, NA, as
servicer, and Bankers Trust Company, as trustee (the "Trustee"), (b) the
Underwriting Agreement described in the Registration Statement and (c) the
Registration Statement dated May 10, 1996 (Registration No. 333-3457), as
amended (the "Registration Statement").

     Pursuant to the Pooling and Servicing Agreement, the Seller is selling all
of its right, title and interest in a pool of retail receivables generated from
time to time pursuant to motor vehicle retail installment sale contracts (the
"Receivables") to the Trustee for the benefit of the holders of the
Certificates.  Pursuant to the Underwriting Agreement, the Class A Certificates
and Class B Certificates (collectively, the "Certificates") described in the
Registration Statement are being sold in a public offering registered under the
Securities Act of 1933, as amended (the "1933 Act").

     We are familiar with the corporate proceedings taken by the Seller in
connection with the foregoing agreement and the transactions contemplated
thereby.  In addition, we have examined such corporate records, certificates of
corporate officers and governmental officials and other documents and such
questions of law as we have considered necessary or appropriate for the purpose
of this opinion.

     On the basis of such examination and subject to the foregoing we are of the
opinion that assuming the due execution of the Pooling and Servicing Agreement
in substantially the form



Banc One ABS Corporation
June 17, 1996
Page 2


presented to us, upon the issuance, authentication and delivery of the
Certificates in accordance with the provisions of the Pooling and Servicing
Agreement against payment therefor, the Certificates will be legally issued,
fully paid and non-assessable and entitled to the benefits of the Pooling and
Servicing Agreement, subject, as to enforceability to applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium or other laws
affecting creditors' rights generally from time to time in effect and to general
principles of equity.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name and the reference to our firm
whenever it appears in such Registration Statement, including the Prospectus
constituting a part thereof, as originally filed or as subsequently amended.

                                        Respectfully submitted,


                                        SQUIRE, SANDERS & DEMPSEY