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EXHIBIT 5.1
March 31, 1998
Fleetwood Credit Receivables Corp.
22840 Savi Ranch Parkway
Yorba Linda, California 92687
Re: Fleetwood Credit RV Receivables Trusts
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 preparation of the registration statement on Form S-3 (File No. 33-91848),
including forms of prospectus supplements relating to the Grantor Trust and the
Owner Trust (in each case as defined below) (the "Registration Statement")
relating to the Securities (as defined below) and with the authorization and
issuance from time to time in one or more series (each, a "Series") of up to
$2,000,000,000 aggregate principal amount of (i) in the case of a grantor trust
(each, a "Grantor Trust"), Asset Backed Certificates (the "Grantor
Certificates") and (ii) in the case of an owner trust (each, an "Owner Trust"),
Asset Backed Certificates (the "Owner Certificates") and Asset Backed Notes (the
"Notes" and, together with the Owner Certificates, the "Owner Securities" and,
together with the Grantor Certificates and the Owner Certificates, the
"Securities"). The Registration Statement has been filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended. As set
forth in the Registration Statement, (i) each Series of Grantor Certificates
will be issued pursuant to a pooling and servicing agreement (each, a "Pooling
and Servicing Agreement") among the Company as depositor (the "Depositor"), the
entity named as trustee therein (the "Grantor Trustee") and a servicer named
therein (the "Servicer"), which Pooling and Servicing Agreement will be
identified in the prospectus supplement for such Series of Grantor Certificates,
and (ii) each Series of Owner Securities will be issued pursuant to (A) in the
case of Owner Certificates, a trust agreement (each, a "Trust Agreement")
between the Company as seller (the "Seller") and the entity named as trustee
therein (the "Owner Trustee"), and (B) in the case of Notes, an indenture (each,
an "Indenture") between the Owner Trust and the entity named therein as trustee
(the "Indenture Trustee").
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:
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Fleetwood Credit Receivables Corp.
March 31, 1998
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;
5. Resolutions of the Board of Directors of the Company
authorizing the filing of the Registration Statement;
6. The forms of (i) each Pooling and Servicing Agreement, Trust
Agreement or Indenture, as the case may be, as filed or
incorporated by reference as exhibits to the Registration
Statement (ii) Grantor Certificates included in any Pooling
and Servicing Agreement so filed or incorporated by reference
in the Registration Statement and (iii) Owner Securities
included in any Trust Agreement or Indenture, as the case may
be, so filed or incorporated by reference in the Registration
Statement.
7. Such other documents, records and statutes as I have deemed
necessary for the purpose of this opinion.
This opinion relates solely to California and federal law, and I do
not purport to be an expert as to, nor do I express any opinions as to, the
laws of any other jurisdiction.
This opinion is subject to the qualification that I have not examined
the securities but rather have examined specimens thereof. In addition, in
rendering this opinion. I have assumed that any state securities laws
applicable to the issuance of the securities 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:
(a) When any (i) Pooling and Servicing Agreement relating
to a Series of Grantor Certificates has been duly and validly
authorized by all necessary action on the part of the Depositor and
has been duly executed and delivered by the Depositor, assuming the
due authorization, execution and delivery by the other parties
thereto, such Pooling and Servicing Agreement will constitute a legal,
valid and binding agreement of the Depositor, enforceable against the
Depositor in accordance with its terms, (ii) Trust Agreement relating
to a Series of Owner Certificates has been duly and validly authorized
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Fleetwood Credit Receivables Corp.
March 31, 1998
by all necessary action on the part of the Seller and has been duly
executed and delivered by the Seller, assuming the due authorization,
execution and delivery by the other parties thereto, such Trust
Agreement will constitute a legal, valid and binding agreement of the
Seller, enforceable against the Seller in accordance with its terms,
and (iii) Indenture relating to a Series of Notes has been duly and
validly authorized by all necessary action on the part of the related
Owner Trust and has been duly executed and delivered by Owner Trust,
assuming the due authorization, execution and delivery by the other
parties thereto, such Indenture will constitute a legal, valid and
binding agreement of such Owner Trust, enforceable against such Owner
Trust in accordance with its terms, in each case as except as
enforcement thereof may be subject to or limited by bankruptcy,
insolvency, reorganization, liquidation, moratorium, fraudulent
conveyance or other similar laws relating to or affecting the
enforcement of creditors' rights generally or by general equitable
principles.
(b) When a Series of (i) Grantor Certificates has been
duly authorized by all necessary action on the part of the Depositor
(subject to the terms thereof being otherwise in compliance with
applicable law at such time), duly executed and authenticated by the
Grantor Trustee for such Series in accordance with the terms of the
related Pooling and Servicing Agreement and issued and delivered
against payment therefor as described in the Registration Statement,
such Grantor Certificates will be legally and validly issued, fully
paid and nonassessable, and the holders thereof will be entitled to
the benefits of the related Pooling and Servicing Agreement, (ii)
Owner Certificates has been duly authorized by all necessary action on
the part of the Seller (subject to the terms thereof being otherwise
in compliance with applicable law at such time), duly executed and
authenticated by the Owner Trustee for such Series in accordance with
the terms of the related Trust Agreement and issued and delivered
against payment therefor as described in the Registration Statement,
such Owner Certificates will be legally and validly issued, fully paid
and nonassessable, and the holders thereof will be entitled to the
benefits of the related Trust Agreement, and (iii) Notes has been duly
authorized by all necessary action on the part of the related Owner
Trust (subject to the terms thereof being otherwise in compliance with
applicable law at such time), duly executed and authenticated by the
Indenture Trustee for such Series in accordance with the terms of the
related Indenture and issued and delivered against payment therefor as
described in the Registration Statement, such Notes will be legally
and validly issued, fully paid and nonassessable and will be binding
obligations of the related Owner Trust, and the holders thereof will
be entitled to the benefits of the related Indenture.
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Fleetwood Credit Receivables Corp.
March 31, 1998
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/ FREDERIC C. LISKOW
Frederic C. Liskow
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