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EX-5.1 - Honda Auto Receivables 2011-1 Owner Trustv212387_ex5-1.htm
EX-8.1 - Honda Auto Receivables 2011-1 Owner Trustv212387_ex8-1.htm
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C.  20549
 
Form 8-K
 
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event
Reported):  February 24, 2011

Honda Auto Receivables 2011-1 Owner Trust


AMERICAN HONDA RECEIVABLES CORP. 

(Exact name of registrant as specified in its charter)
 
 
California
333-150095
33-0526079
(State or Other Jurisdiction of Incorporation)
(Commission
File Number)
(I.R.S. Employer Identification No.)

 
American Honda Receivables Corp.
20800 Madrona Avenue
Torrance, CA  90503 

(Address of Principal Executive Offices)
(Zip Code)
 
 
Registrant’s telephone number, including area code (310) 781-4100

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
 

Item 8.01.  Other Events
 
Item 5.  Other Events.
 
Alston & Bird LLP and Bingham McCutchen LLP have been retained by this Registrant as counsel for its Registration Statement on Form S-3 (Commission File No. 333-150095) in connection with various transactions.  Legal opinions by Bingham McCutchen LLP to be incorporated into the Registration Statement are attached hereto as Exhibit 8.1 and Exhibit 23.2.
 
Item 9.01.  Financial Statements; Pro Forma Financial Information and Exhibits
 
 
(a)
Not applicable.

 
(b)
Not applicable.
 
 
(c)
Not applicable.
 
 
(d) 
Exhibits:
 
 
5.1
Opinion of Alston & Bird LLP as to legality (including consent of such firm).
 
 
8.1
Opinion of Bingham McCutchen LLP as to certain tax matters (including consent of such firm).
 
 
23.1
Consent of Alston & Bird LLP (included in Exhibit 5.1).
 
 
23.2
Consent of Bingham McCutchen LLP (included in Exhibit 8.1).
 
 
 

 
 
SIGNATURES
 
Pursuant to the  requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
American Honda Receivables Corp.
     
     
     
 
By:  
/s/ K. Endo
   
Name: K. Endo
   
Title: President

Dated: February 24, 2011
 
 
 

 
 
EXHIBIT INDEX

 
Exhibit No.
Description
Page No.
     
5.1
Opinion of Alston & Bird LLP as to legality (including consent of such firm).
 
8.1
Opinion of Bingham McCutchen LLP as to certain tax matters (including consent of such firm).
 
23.1
Consent of Alston & Bird LLP (included in Exhibit 5.1).
 
23.2
Consent of Bingham McCutchen LLP (included in Exhibit 8.1).