[LOGO OF CASE CORPORATION]
                                                                       Exhibit 5

RICHARD S. BRENNAN         CASE CORPORATION
GENERAL COUNSEL AND        700 STATE STREET
SECRETARY                  RACINE, WI 53404 USA
                           TEL: (414) 636-0940
                           FAX: (414) 636-0913




September 15, 1997



Case Credit Corporation
700 State Street
Racine, Wisconsin 53404

Ladies and Gentlemen:

I am the General Counsel and Secretary of Case Corporation, a Delaware
corporation, the parent company and sole stockholder of Case Credit Corporation,
a Delaware corporation ("Case Credit"), and have advised Case Credit in
connection with the proposed sale of up to $700,000,000 principal amount of Case
Credit's Debt Securities (the "Securities"). The Securities are to be issued
under an Indenture (the "Indenture") between Case Credit and The Bank of New
York, as Trustee, with certain terms of the Securities to be established by
certain officers of Case Credit who have been authorized by its Board of
Directors to do so, as part of the corporate action taken and to be taken (the
"Corporate Proceedings") relating to the issuance of the Securities.

I, or members of my staff, have examined or are otherwise familiar with the
Certificate of Incorporation of Case Credit, the By-Laws of Case Credit, the
Registration Statement on Form S-3 (the "Registration Statement") being filed by
Case Credit pursuant to which the Securities are to be registered under the
Securities Act of 1933, as amended, the Corporate Proceedings and such other
documents, records, and instruments as I have deemed necessary for the purposes
of this opinion.

Based on the foregoing, I am of the opinion that, upon its proper execution by
all required signatories, the Indenture shall be a valid and binding instrument
and that, upon the completion of the Corporate Proceedings and the
authentication, issuance, sale and delivery of the Securities, the Securities
shall be legal, valid and binding obligations of Case Credit, entitled to

 
September 15, 1997
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the benefits of the Indenture, including such terms as are established pursuant
to the Corporate Proceedings, in accordance with the respective terms thereof
(subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting creditors' rights
generally from time to time in effect and the general principles of equity).

I hereby consent to the filing of this opinion as an Exhibit to the Registration
Statement and to being named in the related prospectus and any related
prospectus supplement under the caption "Legal Matters" with respect to the
matters stated therein. Further, I hereby consent to the incorporation by
reference of this opinion and consent in any abbreviated registration
statement(s) registering up to an additional 20% aggregate principal amount of
Securities filed subsequent to the date hereof.

Sincerely,

/s/ Richard S. Brennan

Richard S. Brennan