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EXHIBIT 5.1
September 2, 1997
Fleetwood Credit Receivables Corp.
22840 Savi Ranch Parkway
Yorba Linda, California 92687
Re: Fleetwood Credit 1997-B 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-B 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.
333-33745 (the "Registration Statement"), filed by the Company
with the Securities and Exchange Commission (the "Commission")
on August 15, 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 Merrill Lynch, Pierce, Fenner & Smith, Incorporated, 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
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Fleetwood Credit Receivables Corp.
September 2, 1997
Agreement") and (ii) the Pooling and Servicing Agreement dated
as of September 1, 1997 among The Chase Manhattan Bank, as
Trustee (the "Trustee"), the Company and Fleetwood Credit
Corp., including the Standard Terms and Conditions of Agreement
(Senior/Subordinated), effective September 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