Exhibit 5.1
January 9, 1997
Bombardier Credit Receivables Corporation
P.O. Box 5544
Burlington, Vermont 05402
Bombardier Capital Inc.
1600 Mountain View Drive
Colchester, Vermont 05446
Re: Bombardier Receivables Master Trust I--
Registration Statement on Form S-1 filed
with the Securities and Exchange Commission
(File No. 333-14431)
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Ladies and Gentlemen:
We have acted as special counsel to Bombardier Credit Receivables Corporation, a
Delaware corporation, as depositor (the "Company"), and Bombardier Capital Inc.,
a Massachusetts corporation, as servicer (the "Servicer"), in connection with
the sale of $400,000,000 principal amount of Floating Rate Class A Asset Backed
Certificates, Series 1997-1 (the "Class A Certificates") and $27,125,000
principal amount of Floating Rate Class B Asset Backed Certificates Series 1997-
1 (the "Class B Certificates" and together with the Class A Certificates, the
"Certificates") to the underwriters pursuant to a certain underwriting agreement
(the "Underwriting Agreement") among the Company, the Servicer and J.P. Morgan
Securities Inc., CS First Boston Corporation and Merrill Lynch, Pierce, Fenner &
Smith Incorporated.
Each Certificate represents an undivided interest in the Bombardier Receivables
Master Trust I (the "Trust") formed pursuant to a Pooling and Servicing
Agreement dated as of January 1, 1994, as amended by Amendment Number 1
("Amendment No. 1") dated as of January 1, 1997 to the Pooling and Servicing
Agreement (as so amended, the "Pooling and Servicing Agreement"), among the
Company, the Servicer and Bankers Trust Company, as trustee (the "Trustee").
Each Certificate is issued pursuant to the Series 1997-1 Supplement to the
Pooling and Servicing Agreement, dated as of January 1, 1997 (the "Supplement").
In such capacity, we have examined, among other documents (i) the above-
captioned Registration Statement on Form S-1 filed by the Company with the
Securities and Exchange Commission (the "Commission") on October 18, 1996 as
amended by Amendment No. 1 dated the date hereof filed by the Company with the
Commission on the date hereof (collectively, the "Registration Statement") and
(ii) the forms of the Pooling and Servicing Agreement, the
January 9, 1997
Page 2
Supplement and the Underwriting Agreement previously filed or filed herewith, as
the case may be, as exhibits to the Registration Statement.
In connection with the foregoing, we have examined originals or copies
satisfactory to us of all such corporate records, agreements, certificates,
governmental orders, permits, authorizations and other documents as we have
deemed relevant and necessary as a basis for the opinion hereinafter expressed.
In such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
with the original documents of all documents submitted to us as copies. As to
any facts material to such opinions, we have, to the extent that such facts were
not independently established by us, relied upon certificates of public
officials or certificates of officers or other representatives of the Company or
of the Servicer.
In giving the opinion expressed below we have also assumed: (i) the due
existence of the Trust and the Trustee; (ii) the legal right and power of the
Trustee under all applicable laws and regulations to execute, deliver and
perform the Pooling and Servicing Agreement and the Supplement (including
without limitation to execute, authenticate and deliver the Certificates); (iii)
the due authorization, execution and delivery by the Trustee of the Pooling and
Servicing Agreement and the Supplement; and (iv) the validity, binding effect
and enforceability of the Pooling and Servicing Agreement and the Supplement in
accordance with their respective terms against the Trustee. We have also
assumed that, as required by the certificate of incorporation of the Company,
the Company has and will continue to have two "special directors" (as defined in
the Company's certificate of incorporation).
In giving the opinion expressed below, we do not purport to be experts in, and
are not opining on, the laws of any jurisdiction other than the laws of the
State of New York, United States federal law and the General Corporation Law of
the State of Delaware.
Based on and subject to the foregoing, we are of the opinion that the
Certificates to be sold under the Registration Statement have been duly and
validly authorized by the Company and when (i) the Supplement and the Pooling
and Servicing Agreement shall have been duly executed and delivered by the
Company, the Servicer and the Trustee and (ii) the Certificates shall have been
duly issued, executed, authenticated and delivered as provided in the Pooling
and Servicing Agreement and delivered against payment therefor in accordance
with the Underwriting Agreement, the Certificates will be legally issued, fully
paid and non-assessable.
We are furnishing this letter in our capacity as special counsel to the Company
and the Servicer and this letter is not to be used, circulated, quoted or
otherwise referred to for any other purpose, except as set forth below.
January 9, 1997
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We consent to the use of our name under the caption "Legal Matters" in the
Prospectus constituting a part of the Registration Statement and to the filing
of a copy of this opinion as an exhibit thereto. In giving such consent, we do
not thereby concede that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Commission issued thereunder or that we are "experts"
within the meaning of such act, rules and regulations.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP