Exhibit 8.1

                                February 25, 2003

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 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 2003-1 Owner Trust, a Delaware statutory trust (the
"Trust") and the issuance of (i) $376,000,000 aggregate principal amount of
1.30% Asset Backed Notes, Class A-1, (ii) $462,000,000aggregate principal amount
of 1.46% Asset Backed Notes, Class A-2, (iii) $386,000,000 aggregate principal
amount of 1.92% Asset Backed Notes, Class A-3, (iv) $317,700,000 aggregate
principal amount of 2.48% Asset Backed Notes, Class A-4 (collectively, the
"Notes") and (v) $35,577,657.84 aggregate principal amount of Honda Auto
Receivables 2003-1 Owner Trust 2.48% 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 February 1, 2003 (the
"Indenture"), between the Trust and JPMorgan Chase Bank, 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 February 1, 2003, 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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