EXHIBIT 5.1








                                September 1, 1998







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301 South College Street
Charlotte, North Carolina 28202-6001

Ladies and Gentlemen:

      We have acted as counsel to ______________________, a North Carolina
corporation (the "Company"), in connection with the preparation of the
registration statement on Form S-3 (the "Registration Statement") relating to
the proposed offering from time to time in one or more series (each, a "Series")
of up to $500,000,000.00 aggregate principal amount of asset backed notes (the
"Notes") and asset backed certificates (the "Certificates," and, together with
the Notes, the "Securities"). The Registration Statement will be filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"). As set forth in the Registration Statement,
each Series of Securities is to be issued under and pursuant to the terms of a
separate pooling and servicing agreement, sale and servicing agreement, pooling
agreement, trust agreement or indenture (each, an "Agreement") among the
Company, an independent trustee (the "Trustee") and where appropriate, a
servicer (the "Servicer"), each to be identified in the prospectus supplement
for such Series of Securities.

      As such counsel, we have examined copies of the Articles of Incorporation
and Bylaws of the Company, the Registration Statement, the Prospectus and each
form of Prospectus Supplement included therein, the form of each Agreement, and
originals or copies of such other corporate minutes, records, agreements and
other instruments of the Company, certificates of public officials and other
documents and have made such examinations of law, as we have deemed necessary to
form the basis for the opinion hereinafter expressed. In our examination of such
materials, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the conformity to original
documents of all copies submitted to us.






      We do not express any opinion herein concerning any law other than the
federal laws of the United States of America and the laws of the States of New
York and North Carolina.

      Based upon and subject to the foregoing, we are of the opinion that:

1. When the Notes have been duly executed and delivered, authenticated by the
Trustee and sold as described in the Registration Statement, the Notes will
constitute valid and binding obligations of the issuer thereof in accordance
with their terms and the terms of such Agreement or Agreements, and will be
legally issued, fully paid and non-assessable. This opinion is subject to the
effect of bankruptcy, insolvency, moratorium, fraudulent conveyance and similar
laws relating to or affecting creditors' rights generally and court decisions
with respect thereto and we express no opinion with respect to the application
of equitable principles or remedies in any proceeding, whether at law or in
equity.

2. When the Certificates have been duly executed and delivered, authenticated by
the Trustee and sold as described in the Registration Statement, the
Certificates will be legally issued, fully paid and non-assessable.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to this firm under the caption
"Legal Matters" in the Prospectus which forms a part of the Registration
Statement. In giving such consent, we do not admit hereby that we come within
the category of persons whose consent is required under Section 7 of the Act or
the Rules and Regulations of the Commission thereunder.

                                    Very truly yours,