Attached files
file | filename |
---|---|
8-K - Honda Auto Receivables 2010-3 Owner Trust | v200116_8-k.htm |
EX-5.1 - Honda Auto Receivables 2010-3 Owner Trust | v200116_ex5-1.htm |
EX-4.1 - Honda Auto Receivables 2010-3 Owner Trust | v200116_ex4-1.htm |
Exhibits 8.1 and
23.2
October
28, 2010
American
Honda Receivables Corp.
20800
Madrona Avenue
Torrance,
CA 90503
Ladies
and Gentlemen:
We have
acted as special counsel to American Honda Finance Corp. (the "Company") in
connection with the offering of approximately $418,000,000 Class A-1 Asset
Backed Notes , $399,000,000 Class A-2 Asset Backed Notes, $479,000,000 Class A-3
Asset Backed Notes and $263,989,000 Class A-4 Asset Backed Notes, Series 2010-3
(the “Notes”) issued by Honda Auto Receivables 2010-3 Owner Trust (the “Trust”)
pursuant to a prospectus dated October 18, 2010, as supplemented by a prospectus
supplement dated October 20, 2010 (the “Base Prospectus” and the “Prospectus
Supplement,” respectively, and collectively, the “Prospectus”).
A
registration statement on Form S-3 (the "Registration Statement"), Commission
File No. 333-150095) relating to the proposed offering from time to time in one
or more series (each, a "Series") by one or more trusts of Asset-Backed Notes
(the "Notes") has been filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), and was
declared effective on May 27, 2008. As set forth in the Prospectus, the Notes
will be issued pursuant to the Indenture dated as of October 1, 2010 (the
“Indenture”), between the Trust and Deutsche Bank Trust Company Americas (the
“Indenture Trustee”).
As such
counsel, we have examined copies of the Prospectus and the Indenture, 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 opinions 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. As to various questions of
fact material to such opinions, we have relied, to the extent we deemed
appropriate, upon representations, statements and certificates of officers and
representatives of the Company and others.
Attorneys
involved in the preparation of this opinion are admitted to practice law in the
State of New York and we do not express any opinion herein concerning any law
other than the federal laws of the United States of America, the laws of the
State of New York and the franchise and income tax laws in effect in the State
of California.
Based
upon and subject to the foregoing, we are of the opinion that the statements
contained under the caption “Material Income Tax Consequences,” to the extent
they constitute matters of law or legal conclusions with respect thereto, are
correct in all material respects.
We hereby
consent to the filing of this letter and to the references to this firm under
the headings “Legal Opinions” and “Material Income Tax Consequences” in the Base
Prospectus and the headings “Legal Opinions” and “Material Income Tax
Consequences” in the Prospectus Supplement, without implying or admitting that
we are “experts” within the meaning of the Securities Act or the rules and
regulations of the Commission issued thereunder, with respect to any part of the
Base Prospectus or the Prospectus Supplement.
Very truly yours,
/s/ BINGHAM
McCUTCHEN
LLP
BINGHAM McCUTCHEN LLP