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                                                                    EXHIBIT 8.1

                         Letterhead of Arter & Hadden

                               September 3, 1997



     Re:  Fleetwood Credit 1997-B Grantor Trust
          Asset Backed Certificates 
          Registration Statement on Form S-1, No. 333-33745


Ladies and Gentlemen:


     We have acted as counsel to Fleetwood Credit Receivables Corp. in
connection with the preparation and filing of the registration statement on
Form S-1 (such registration statement, the "Registration Statement") filed with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended (the "Act"), in respect of the Fleetwood Credit 1997-B Grantor Trust
(the "Trust") Asset Backed Certificates (the "Certificates"). Our opinions
formed the basis for the description of federal income tax consequences
appearing under the heading "Certain Federal Income Tax Consequences" in the
prospectus contained in the Registration Statement. Such description does not
purport to discuss all possible federal income tax consequences of an
investment in the Certificates, but with respect to the consequences which
are discussed, it is our opinion that the description is accurate. In addition,
assuming issuance of Certificates, it is our opinion that the Trust will be
classified as a "grantor" trust and not as an association (or publicly traded
partnership within the meaning of Section 7704 of the Internal Revenue Code of
1986, as amended).

     We hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to the reference to this firm in the Registration
Statement and related prospectus under the heading "Certain Federal Income Tax
Consequences."

                                        Very truly yours,


                                        /s/ Arter & Hadden
                                        Arter & Hadden