Attached files
file | filename |
---|---|
8-K - Honda Auto Receivables 2010-3 Owner Trust | v200116_8-k.htm |
EX-4.1 - Honda Auto Receivables 2010-3 Owner Trust | v200116_ex4-1.htm |
EX-8.1 - Honda Auto Receivables 2010-3 Owner Trust | v200116_ex8-1.htm |
Exhibits 5.1 and
23.1
October
28, 2010
American
Honda Receivables Corp.
20800
Madrona Ave.
Torrance,
California 90503
|
Re:
|
Honda
Auto Receivables 2010-3 Owner
|
|
Trust Asset Backed
Notes Series 2010-3
|
Ladies
and Gentlemen:
We have
acted as counsel to American Honda Receivables Corp. (the “Company”) in
connection with the issuance by Honda Auto Receivables 2010-3 Owner Trust (the
“Trust”) of the Asset-Backed Notes, Series 2010-3 (the “Notes”) pursuant to a
prospectus dated October 18, 2010, as supplemented by a prospectus supplement
dated October 20, 2010 (collectively, the “Prospectus”). The
Trust was formed pursuant to the short-form trust agreement dated as of
September 17, 2010, between the Company and U.S. Bank Trust National
Association, as owner trustee (the “Owner Trustee”), as amended and restated
pursuant to an Amended and Restated Trust Agreement dated as of October 28, 2010
(the “Trust Agreement”).
A Registration Statement of the Company
on Form S-3 (File No. 333-150095) was filed with the Securities and
Exchange Commission (the “Commission”) on April 4, 2008, including all
amendments thereto, and as the same may be amended from time to time (the
“Registration Statement”) pursuant to the Securities Act of 1933, as amended
(the “Act”). The Registration Statement was declared effective on May
27, 2008. As set forth in the Prospectus, the Notes will be issued
under and pursuant to the Indenture dated as of October 1, 2010 (as amended and
supplemented from time to time, the “Indenture”), between the Trust and Deutsche
Bank Trust Company Americas, as indenture trustee (the “Indenture
Trustee”).
We have examined forms of
the:
(a) Trust
Agreement;
(b) Indenture;
(c) Receivables
Purchase Agreement dated as of October 1, 2010 between American Honda Finance
Corporation and the Company;
(d) Sale
and Servicing Agreement dated as of October 1, 2010 among the Trust, the Company
and American Honda Finance Corporation;
(e) Administration
Agreement dated as of October 1, 2010 among the Trust, American Honda Finance
Corporation, the Company and the Indenture Trustee;
(f) Underwriting
Agreement dated October 20, between J.P. Morgan Securities LLC and BNP
Paribas Securities Corp., as representatives for the several underwriters, the
Company and American Honda Finance Corporation;
(g) specimens
of each class of the Notes.
We refer
to the documents listed in (a) through (g) above as the Transaction
Documents. Capitalized terms used but not defined herein have the
meanings assigned to them in the applicable Transaction Documents.
We have
also examined copies of the Certificate of Incorporation and By-Laws of the
Company, 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 General Corporation Law of the State of
Delaware.
Based
upon and subject to the foregoing, we are of the opinion that when the issuance,
execution and delivery of the Notes has been authorized by all necessary
corporate action of the Company, and when such Notes have been duly executed and
delivered in accordance with the Indenture, authenticated by the Indenture
Trustee pursuant to the Indenture and sold pursuant to the Underwriting
Agreement and as described in the Registration Statement, assuming that the
terms of such Notes are otherwise in compliance with applicable law at such
time, such Notes will constitute valid and binding obligations of the Trust,
enforceable in accordance with their respective terms and the terms of
Indenture. 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.
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement, to the references to this firm in the Prospectus which forms a part
of the Registration Statement and to the filing of this opinion as an exhibit to
any application made by or on behalf of the Company or any dealer in connection
with the registration of the Securities under the securities or blue sky laws of
any state or jurisdiction. 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,
ALSTON
& BIRD LLP
By:
/s/ Gary D.
Roth
Gary
D. Roth, A Partner