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                                                                     Exhibit 5.1



                                 March 5, 1997



Fleetwood Credit Receivables Corp.
22840 Savi Ranch Parkway
Yorba Linda, California  92687



         Re:     Fleetwood Credit 1997-A Grantor Trust
                 Asset Backed Certificates


Ladies and Gentlemen:

         I am Vice President and Assistant General Counsel of Associates First
Capital Corporation, a Delaware corporation and the parent company of Fleetwood
Credit Corp., and in that capacity I have acted as counsel to Fleetwood Credit
Receivables Corp., a California corporation (the "Company"), in connection with
the issuance and sale by the Company of ___% Asset Backed Certificates, Class A
and ___% Asset Backed Certificates, Class B (collectively, the "Certificates")
representing undivided interests in the Fleetwood Credit 1997-A Grantor Trust.

         As such counsel, I have examined originals, or copies identified to my
satisfaction as being true copies of originals, of the following documents and
have received the following advices:

         1.      Articles of Incorporation of the Company, as now in effect.

         2.      Bylaws of the Company, as now in effect.

         3.      Advices of governmental authorities with respect to the
                 corporate status of, and payment of taxes by, the Company in
                 the State of California.

         4.      The Registration Statement on Form S-1, Registration No.
                 333-21135 (the "Registration Statement"), filed by the Company
                 with the Securities and Exchange Commission (the "Commission")
                 on February 5, 1997, as amended to date.

         5.      Resolutions of the Board of Directors of the Company
                 authorizing the filing of the Registration Statement and the
                 execution and delivery of (i) the Underwriting Agreement
                 between Lehman Brothers Inc., as underwriters and the Company
                 and Fleetwood Credit Corp., a form of which is being filed as
                 Exhibit 1.1 to the Registration Statement (the "Underwriting
                 Agreement") and (ii) the Pooling and
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Fleetwood Credit Receivables Corp.
March 5, 1997                     




                 Servicing Agreement dated as of March 1, 1997 among The First
                 National Bank of Chicago, as Trustee (the "Trustee"), the 
                 Company and Fleetwood Credit Corp., including the Standard 
                 Terms and Conditions of Agreement (Senior/Subordinated), 
                 effective March 1, 1997, with respect thereto (collectively, 
                 the "Agreement").

         6.      The Underwriting Agreement.

         7.      The Agreement.

         8.      Such other documents and records as I have deemed necessary or
                 advisable for the purpose of the opinion set forth below.

         The opinion set forth below relates solely to California and federal
law, and I do not purport to be expert as to, nor do I express any opinions as
to, the laws of any other jurisdiction.

         I have assumed the due authorization, execution and delivery by the
parties other than the Company to the Underwriting Agreement and the Agreement
and I have assumed the genuineness of all signatures except those of officers
of the Company.

         My opinion expressed below is subject to the qualification that I have
not examined the Certificates but rather have examined specimens thereof.  In
addition, in rendering my opinion expressed below, I have assumed that any
state securities laws applicable to the issuance of the Certificates have been
complied with.

         Based upon such review, and in reliance thereon, and after
consideration of such other legal questions as I have deemed necessary, it is
my opinion that, subject to the qualifications and assumptions referred to
above, the Certificates, when issued and paid for in accordance with the
Underwriting Agreement and the Agreement, will be legally issued, fully paid
and non-assessable.

         I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name in the Registration Statement
under the caption "Legal Opinions."  In giving this consent, I do not thereby
admit that I am in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Commission.

                                     Respectfully submitted,


                                     /s/ TIMOTHY M. HAYES
                                     Timothy M. Hayes