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                                                                    Exhibit 5.1


               [Letterhead of Orrick, Herrington & Sutcliffe LLP]



                                  May 31, 2000



Associates Credit Card Receivables Corp.
290 East Carpenter Freeway
Irving, Texas  75062

                  Re:      Associates Credit Card Master Note Trust

Ladies and Gentlemen:

                  We have acted as counsel for Associates Credit Card
Receivables Corp., a Delaware corporation (the "Transferor"), in connection
with the preparation of the Registration Statement on Form S-3, which was filed
on January 18, 2000, and Amendment No. 1 to the Registration Statement on Form
S-3, which is being filed on or about May 31, 2000 (collectively, the
"Registration Statement"), in each case with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), for the
registration under the Act of series (each, a "Series") of Asset Backed Notes
(collectively, the "Notes"), each such Series of Notes representing obligations
of the Associates Credit Card Master Note Trust (the "Trust"). Each Series of
Notes will be issued pursuant to the Amended and Restated Master Indenture,
dated as of April 1, 2000 (the "Master Indenture"), as supplemented by an
Indenture Supplement relating to such Series (each, an "Indenture Supplement"
and, in each such case, together with the Master Indenture, the "Indenture"),
in each case between the Trust and The Bank of New York, as Indenture Trustee.

                  We have examined such instruments, documents and records as
we deemed relevant and necessary as a basis of our opinion hereinafter
expressed. In such examination, we have assumed the following: (a) the
authenticity of original documents and the genuineness of all signatures; (b)
the conformity to the originals of all documents submitted to us as copies; and
(c) the truth, accuracy and completeness of the information, representations
and warranties contained in the records, documents, instruments and
certificates we have reviewed.

                  Based on such examination, we are of the opinion that when
the issuance of each Series of Notes has been duly authorized by appropriate
corporate action and the Notes of such Series have been duly executed,
authenticated and delivered in accordance with the Indenture, and sold in the
manner described in the Registration Statement, any amendment thereto and the




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Associates Credit Card Receivables Corp.
May 31, 2000
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prospectus and prospectus supplement relating thereto, the Notes will be
legally issued, fully paid, non-assessable and binding obligations of the
Trust, and the holders of the Notes of such Series will be entitled to the
benefits of such Indenture, except as enforcement thereof may be limited by
applicable bankruptcy, insolvency, reorganization, arrangement, fraudulent
conveyance, moratorium, or other laws relating to or affecting the rights of
creditors generally and general principles of equity, including without
limitation, concepts of materiality, reasonableness, good faith and fair
dealing, and the possible unavailability of specific performance or injunctive
relief, regardless of whether such enforceability is considered in a proceeding
in equity or at law.

                  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. In giving such
consent, we do not admit that we are "experts," within the meaning of the term
as used in the Act or the rules and regulations of the Securities and Exchange
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