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                                                                     Exhibit 8.1



                  Opinion of Orrick, Herrington & Sutcliffe LLP
                       With Respect to Certain Tax Matters




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                                                                     Exhibit 8.1

               [Letterhead of Orrick, Herrington & Sutcliffe LLP]


                                                     July 22, 1998


Banc One ABS Corporation
100 East Broad Street
Columbus, Ohio 43271-0158

Ladies and Gentlemen:

         We have advised Banc One ABS Corporation (the "Registrant") with
respect to certain federal income tax aspects of the issuance by the Registrant
of its Asset-Backed Securities, issuable in series (the "Securities"). In
connection therewith we have reviewed the description of selected federal income
tax consequences to holders of the Securities that appears under the heading
"Certain Federal Income Tax Consequences" in the prospectus (the "Prospectus")
forming a part of the Registration Statement on Form S-3 filed on July 22, 1998
(the "Registration Statement") with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Act"). Such description does not
purport to discuss all possible income tax ramifications of the proposed
issuance, but with respect to those tax consequences which are discussed, in our
opinion, to the extent the description is a discussion of law or legal
conclusions, such description is true and correct in all material respects.

         This opinion is based on the facts and circumstances set forth in the
Prospectus and in the other documents reviewed by us. Our opinion as to the
matters set forth herein could change with respect to a particular series of
Securities as a result of changes in facts and circumstances, changes in the
terms of the documents reviewed by us, or changes in the law subsequent to the
date hereof. As the Registration Statement contemplates series of Securities
with numerous different characteristics, the particular characteristics of each
series of Securities must be considered in determining the applicability of this
opinion to a particular series of Securities.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever appearing in the
Registration Statement and the Prospectus contained therein, as supplemented by
the prospectus supplement relating to a series of Securities. In giving such
consent, we do not consider that we are "experts,"




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Banc One ABS Corporation
July 22, 1998
Page 2

within the meaning of the term as used in the Act or the rules and regulations
of the Commission issued thereunder, with respect to any part of the
Registration Statement, (including this opinion) as an exhibit or otherwise.


                                    Very truly yours,

                                    /s/ ORRICK, HERRINGTON & SUTCLIFFE LLP

                                    ORRICK, HERRINGTON & SUTCLIFFE LLP