July __, 1997



American Honda Receivables Corp.
700 Van Ness Avenue
Torrance, California  90501

    Re:  Honda Auto Receivables 1997-A Grantor Trust
         Asset Backed Certificates, Class A
         -------------------------------------------

Dear Sirs:

    We have acted as counsel to American Honda Receivables Corp., a California
corporation (the "Company") and a wholly owned subsidiary of American Honda
Finance Corporation ("American Honda"), in connection with the issuance of Asset
Backed Certificates, Class A (the "Certificates") representing undivided
interests in the Honda Auto Receivables 1997-A Grantor Trust (the "Trust") and
the sale of the Certificates by the Company.  A registration statement on
Form S-1 (File No. 333-18095) relating to the Certificates has been filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended.  Such registration statement, as amended by Amendments No. 1 and No. 2
thereto, is referred to herein as the "Registration Statement."

    We have examined copies of the Company's Articles of Incorporation and
Bylaws, minutes of meetings of the Company's Board of Directors, the form of
pooling and servicing agreement filed as an exhibit to the Registration
Statement pursuant to which the Trust will be created and the Certificates will
be issued (the "Pooling and Servicing Agreement"), the form of Certificate
included in the Pooling and Servicing Agreement and such other records and
documents, certificates of corporate and public officials and statutes as we
have considered necessary or appropriate for the purpose of this opinion.

    Based upon the foregoing, we are of the opinion that appropriate action has
been taken by the Company to authorize the execution and delivery of the Pooling
and Servicing Agreement and that the Certificates, in substantially the form
included in the Pooling and Servicing Agreement, when executed, authenticated
and delivered in accordance with the terms of the Pooling and Servicing
Agreement against payment of the consideration therefor (subject to the terms
thereof being otherwise in compliance with then-applicable law), will be




legally issued, fully paid and non-assessable, and the holders thereof will be
entitled to the benefits of the Pooling and Servicing Agreement.

    We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Registration Statement
under the captions "Certain Legal Aspects of the Receivables -- Certain
Bankruptcy Considerations" and "Legal Matters."

                                  Very truly yours,