Exhibit 8.1


                                              July 24, 2002

American Honda Receivables Corp.
700 Van Ness Avenue
Torrance, California 90501

         Re:  American Honda Receivables Corp.
              Honda Auto Receivables Trusts Registration Statement on Form S-3
              Registration No. 333-71022

              Ladies and Gentlemen:

         We have acted as special tax counsel to American Honda Receivables
Corp., a California corporation ("AHRC"), and a wholly owned subsidiary of
American Honda Finance Corporation ("American Honda"), in connection with the
formation of Honda Auto Receivables 2002-3 Owner Trust, a Delaware business
trust (the "Trust") and the issuance of (i) $285,500,000 aggregate principal
amount of 1.8225% Asset Backed Notes, Class A-1, (ii) $261,000,000 aggregate
principal amount of 2.26% Asset Backed Notes, Class A-2, (iii) $290,000,000
aggregate principal amount of 3.00% Asset Backed Notes, Class A-3, (iv)
$167,750,000 aggregate principal amount of 3.61% Asset Backed Notes, Class A-4
(collectively, the "Notes") and (v) $25,750,000.95 aggregate principal amount of
Honda Auto Receivables 2002-3 Owner Trust 3.61% Asset Backed Certificates (the
"Certificates") by the Trust. You have requested our opinion as to certain
matters set forth below, in connection with the formation of the Trust and the
issuance of the Notes.

         We have examined the Indenture, dated as of July 1, 2002 (the
"Indenture"), between the Trust and U.S. Bank National Association, and the
other Basic Documents for the Notes. In addition, we have made such
investigations of such matters of law as we deemed appropriate as a basis for
the opinions expressed below. Further, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals.
Our opinions are also based on the assumption that there are no agreements or
understandings with respect to the transactions contemplated in the Basic
Documents other than those contained in the Basic Documents. Furthermore, our
opinions are based on the assumption that all parties to the Basic Documents
will comply with the terms thereof, including all tax reporting requirements
contained therein.

         As to any facts material to the following opinions which we did not
independently establish or verify, we have relied upon the statements and
representations of AHRC. Terms not otherwise defined in this letter have the
meaning ascribed to them in the Indenture or the Sale and Servicing Agreement,
dated July 1, 2002, between the Trust, AHRC and American Honda, as the case may
be.






         Based upon our analysis of the U.S. Internal Revenue Code of 1986, as
amended (the "Code"), the Treasury Regulations promulgated thereunder, the
California Revenue & Taxation Code, and upon our examination of the Basic
Documents, we are of the opinion that assuming compliance with the Basic
Documents under current law:

1.   The Trust will not be treated as an association (or a publicly traded
     partnership) taxable as a corporation for U.S. federal income tax purposes;

2.   The Notes will be characterized as debt for U.S. federal income tax
     purposes and California income and franchise tax purposes;

3.   The Trust will not be treated as an association (or a publicly traded
     partnership) taxable as a corporation for California income or franchise
     tax purposes;

4.   The purchasers of the Notes who are not residents of, or otherwise subject
     to tax in, California will not, solely by reason of their acquisition of an
     interest in any Class of Notes, be subject to California income, franchise,
     excise or similar taxes with respect to interest on any Class of Notes.

         The opinions set forth herein are based upon the existing provisions of
the Code, Treasury Regulations issued or proposed thereunder, published revenue
rulings and releases of the Internal Revenue Service and existing case law, any
of which could be changed at any time. Any such changes may be retroactive in
application and could modify the legal conclusions upon which such opinions are
based. The opinions expressed herein are limited as described above, and we do
not express an opinion on any other legal or income tax aspect of the
transactions contemplated by the Basic Documents, including the issuance of any
other series of securities other than the Notes.

         In rendering the foregoing opinions, we express no opinion as to the
laws of any jurisdiction (including any foreign jurisdiction) other than the
federal income tax laws of the United States and the state income, franchise,
excise or similar tax laws of California. This opinion is rendered as the date
hereof and we undertake no obligation to update this opinion or advise you of
any changes in the event there is any change in legal authorities, facts,
assumptions or documents on which this opinion is based, or any inaccuracy in
any of the representations, warranties or assumptions upon which we have relied
in rendering this opinion unless we are specifically engaged to do so.



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         This opinion is rendered only to the parties to whom it is addressed.
This opinion may not be relied on in connection with any transactions other than
the transactions contemplated herein. The opinion may not be relied upon for any
other purpose, or relied upon by any other person, firm or corporation for any
purpose, without our prior written consent.



                                           Very truly yours,
                                           /s/  Dewey Ballantine LLP



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