EXHIBIT 5.1(b)


                      [LETTERHEAD OF O'MELVENY & MYERS LLP]



                                  June 14, 2002



Nissan Auto Receivables Corporation II
Nissan Motor Acceptance Corporation
Nissan Auto Receivables Trusts
990 West 190th Street
Torrance, California 90502

        Re: Nissan Auto Receivables Corporation II
            Nissan Motor Acceptance Corporation
            Nissan Auto Receivables Trusts
            Registration Statement on Form S-3
            Registration No. 333-87970

Ladies and Gentlemen:

        We have acted as special counsel to Nissan Auto Receivables Corporation
II ("NARC II"), a Delaware corporation and wholly owned limited purpose
subsidiary of Nissan Motor Acceptance Corporation, a California corporation
("NMAC"), and certain trusts, all of the beneficial ownership of which will
initially be owned by NARC II (together with NARC II, each an "Issuer"), in
connection with the proposed issuance of $12,189,009,000 aggregate principal
amount of asset-backed certificates (the "Certificates") to be offered pursuant
to a registration statement on Form S-3 (such registration statement, as
amended, the "Registration Statement") relating to the Certificates. The
Registration Statement has been filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "1933 Act"), and
the rules and regulations promulgated thereunder.

        The Certificates for each series will be issued under and pursuant to a
pooling and servicing agreement among the applicable Issuer, NMAC and the
Trustee (as defined therein) or a trust agreement between the applicable Issuer
and the Owner Trustee (as defined therein). The pooling and servicing agreement
in the form filed with the Securities and Exchange Commission on June 14, 2002,
as an exhibit to the Registration Statement, is herein referred to as the
"Pooling and Servicing Agreement." The trust agreement in the form filed with
the Securities and Exchange Commission on June 14, 2002, as an exhibit to the
Registration Statement, is herein referred to as the "Trust Agreement."




        We have examined originals or copies, certified or otherwise identified
to our satisfaction of the organizational documents of the Issuers, the Pooling
and Servicing Agreement, the Trust Agreement , the forms of Certificates
included as exhibits to the Pooling and Servicing Agreement and the Trust
Agreement, and such other records, documents and certificates of the Issuers and
public officials and other instruments as we have deemed necessary for the
purpose of this opinion. In addition, we have assumed that each of the Pooling
and Servicing Agreement and the Trust Agreement, as applicable, as completed for
each series will be duly executed and delivered by each of the respective
parties thereto; that the Certificates as completed for each series will be duly
executed and delivered substantially in the forms contemplated by the Pooling
and Servicing Agreement and the Trust Agreement, as applicable; and that the
Certificates for each series will be sold as described in the Registration
Statement.

        Based upon the foregoing, we are of the opinion that:

        The Certificates are in due and proper form and, assuming the due
authorization, execution and delivery of the Pooling and Servicing Agreement and
the Trust Agreement, as applicable, by the parties thereto, and the due
authorization of the Certificates for each series by all necessary action on the
part of the applicable Issuer, when the Certificates for each series have been
validly executed, authenticated and issued in accordance with the Pooling and
Servicing Agreement or the Trust Agreement, as applicable, and delivered against
payment therefor, the Certificates for each series will be validly issued and
outstanding, fully paid and nonassessable, and entitled to the benefits of the
Pooling and Servicing Agreement or the Trust Agreement, as applicable, in
accordance with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting creditors' rights
generally (including, without limitation, fraudulent conveyance laws), and
general principles of equity, including without limitation, concepts of
materiality, reasonableness, good faith and fair dealing and the possible
unavailability of specific performance or injunctive relief, regardless of
whether such enforceability is considered in a proceeding in equity or at law.

        The opinions expressed above are limited to the federal laws of the
United States of America and the laws of the States of California and of New
York (excluding choice of law principles therein). We express no opinion herein
as to the laws of any other jurisdiction and no opinion regarding the statutes,
administrative decisions, rules, regulations or requirements of any county,
municipality, subdivision or local authority of any jurisdiction.

        We consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Opinions" in the Prospectus and the Prospectus Supplement, without
admitting that we are "experts," within the meaning of the 1933 Act or the rules
or regulations of the Securities and Exchange Commission thereunder, with
respect to any part of the Registration Statement, including this exhibit.


                                            Respectfully submitted,

                                            /s/  O'MELVENY & MYERS LLP