EXHIBIT 8.1
July 22, 1997
American Honda Receivable Corp.
700 Van Ness Avenue
Torrance, California 90501
Re: Honda Auto Receivables 1997-A Grantor Trust
Asset Backed Certificates, Class A
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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"). You have asked our
opinion in connection with certain federal income tax matters arising under
the Company's Registration Statement on form S-3 (No. 333-18095), including
Amendment Nos. 1, 2 and 3 thereto (the Registration Statement and Amendments
Nos. 1 and 2 were initially filed on Form S-1) (collectively, the "Registration
Statement"), filed with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended.
As such counsel, we have examined the following (collectively, the
"Documents"):
1. The Registration Statement;
2. The Articles of Incorporation and Bylaws of the Company and
American Honda, in each case as now in effect;
3. The form of Pooling and Servicing Agreement to be dated as of
July 1, 1997 (the "Agreement"), among the Company, as seller, American Honda,
as servicer (in such capacity, the "Servicer"), and Bank of Tokyo-Mitsubishi
Trust Company, as a trustee (the "Trustee''); and
4. The form of Receivables Purchase Agreement to be dated as of July
1, 1997 (the "Receivables Purchase Agreement"), between the American Honda and
the Company and filed as an exhibit to the Registration Statement.
We understand that the structure of the proposed transaction is as set
forth in the proposed transaction is as set forth in the Registration
Statement. Pursuant to the Receivables Purchaser Agreement, American Honda
will transfer retail installment sale contracts secured by the new Honda and
Acura motor vehicles financed thereby (the "Receivables") generated in the
ordinary course of its business to the Company. The company will in turn
transfer the Receivables to the Honda Auto Receivables 1997-A Grantor Trust
(the "Trust") which will be formed pursuant to the Pooling and Servicing
Agreement and will cause Asset Backed Certificates (the "Certificates") to be
issued thereunder. The Certificates will represent undivided interests in the
assets of the Trust and will consist of one class of senior certificates (the
"Class A Certificates") and one class of subordinated certificates (the
"Class B Certificates"). The Company will sell the Class A Certificates to
Credit Suisse First Boston Corporation, who in turn will sell the Class A
Certificates to investors. Initially, the Company will retain the Class B
Certificates. The Trustee will hold legal title to the Receivables and other
assets of the Trust for the benefit of the Certificateholders, but will have
no power to reinvest proceeds attributable to the Receivables or other assets
of the Trust or to vary investments in the Trust in any manner.
In rendering this opinion, we have relied, as to factual matters,
solely upon the Registration Statement and on representations of the Servicer
that, among other things, the Servicing Fee to be received by the Servicer
pursuant to the Pooling and Servicing Agreement will be an ordinary and
customary charge for the performance of management and servicing functions
described in the Pooling and Servicing Agreement and that the terms of the
Receivables Purchase Agreement and the Pooling and Servicing Agreement are
fair and arm's-length. Our opinion is subject to the qualification that facts
materially different from those set forth above may affect the opinion as
expressed herein or prevent us from rendering this opinion. Capitalized terms
used herein that are not otherwise defined shall have the meanings ascribed
thereto in the Pooling and Servicing Agreement.
In addition, we have made such investigations of such matters of law as
we deemed appropriate as a basis for the opinion expressed below. Further, we
have assumed the genuineness of all signatures and the authenticity of all
documents submitted to us as originals. Our opinion is also based on the
assumption that there are no agreements or understanding with respect to the
transactions contemplated in the Documents other than those contained in the
Documents.
On the the basis of the foregoing and in reliance thereon and our
consideration of such other matters of fact and questions of law as we have
deemed necessary, we confirm (1) our opinion set forth in the Registration
Statement under the heading "Federal Income Tax Consequences" and (2) that,
subject to the qualifications set forth therein, the discussion set forth in
the Registration Statement under such heading is an accurate summary of the
United States federal income tax matters described therein.
The opinion set forth herein is based on the exiting provisions of the
Code and Treasury regulations issued or proposed thereunder, published
Revenue Rulings and releases of the Internal Revenue Service and existing
case law, any of which could be changed at any time. Any such changes may be
retroactive in application and could modify the legal
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conclusions on which such opinion is based. The opinion expressed herein is
limited as described above, and we do not express an opinion on any other
legal or income tax aspect of the transactions contemplated by the Documents
relating to the transaction.
In rendering the foregoing opinion, we express no opinion as to the
laws of any jurisdiction other than the federal income tax laws of the United
States. This opinion is rendered as of the date hereof and we undertake no
obligation to update this opinion or advise you of changes in the event that
there is any change in legal authorities, facts, assumptions or Documents
pursuant to any opinion of counsel or a waiver, or any inaccuracy in any of
the representations, warranties or assumptions upon which we have relied in
rendering this opinion, unless we are specifically engaged to do so. This
opinion is rendered only to those to whom it is addressed and may not be
relied on in connection with any transactions other than the transactions
contemplated herein. This opinion may not be relied upon for any other
purpose, or relied upon by any other person, firms or corporation for any
purpose, without our prior written consent.
We 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 "Federal Income Tax Consequences" and "Legal
Matters".
Very truly yours,
/s/ BROWN & WOOD LLP