1
 
                                                                     Exhibit 5.1
 

December 1, 1998

 
Daimler-Benz Vehicle Receivables Corporation
1201 North Market Street, 14th Floor
Wilmington, DE 19801
 
Re:  Daimler-Benz Vehicle Owner Trust 1998-A
 
Ladies and Gentlemen:
 

We have acted as counsel to Daimler-Benz Vehicle Receivables Corporation (the
"Company") in connection with the proposed issuance by Daimler-Benz Vehicle
Owner Trust 1998-A, a trust to be formed pursuant to a Trust Agreement to be
entered into between the Company, as Seller, and Chase Manhattan Bank Delaware,
as Owner Trustee, of asset-backed notes (the "Notes") in a public offering being
registered with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, pursuant to a registration statement of the Company on Form
S-1 (Registration No. 333-64671), as amended to the date hereof (the
"Registration Statement"). Any capitalized term not defined herein shall have
the same meaning ascribed to it in the Registration Statement.

 
We have examined originals or copies certified to our satisfaction of such
corporate records, agreements, instruments and other documents as we have deemed
necessary in order to render the opinion expressed below. In such examination,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity with the originals of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to all facts material
to the opinion expressed below that have not been independently established, we
have relied upon certificates of officers and representatives of the Company and
Mercedes-Benz Credit Corporation.
 
The opinion expressed below is limited to the laws of the State of New York and
the federal laws of the United States of America, and we express no opinion on
the effect on the matters covered by such opinion of the laws of any other
jurisdiction.
 
Based upon and subject to the foregoing, we are of the opinion that the Notes
have been duly and validly authorized by the Company, and when the Notes are
issued and sold as contemplated by the Indenture, they will be legally issued,
fully paid and non-assessable.
 
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to be named therein.
 
Very truly yours,
 
MORGAN, LEWIS & BOCKIUS LLP