EXHIBIT 5


January 29, 1999



Case Credit Corporation
233 Lake Avenue
Racine, Wisconsin 53404

Ladies and Gentlemen:

I am the General Counsel and Secretary of Case Corporation, a Delaware
corporation ("Case"), and have advised Case Credit Corporation, a Delaware
corporation and an indirect wholly-owned subsidiary of Case ("Case Credit"), in
connection with the proposed sale of up to $800,000,000 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, dated as of October 1, 1997, 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 the Indenture is 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 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,



Richard S. Brennan