As filed with the Securities and Exchange Commission on March 17, 2006 Registration No. 333-132320 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 FILED PURSUANT TO RULE 462(d) TO Form S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 HONDA AUTO RECEIVABLES TRUSTS (Issuer with respect to the Securities) AMERICAN HONDA RECEIVABLES CORP. (Originator of the Trusts described herein) (Exact name of registrant as specified in its charter) California 6189 33-0526079 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) \ 20800 Madrona Ave Torrance, California 90503 (310) 972-2288 (Address, including zip code, and telephone number, including area code, of registrants' principal executive offices) (I.R.S. Employer Identification No.) Y. Takahashi 20800 Madrona Ave Torrance, California 90503 (310) 972-2288 (Name, Address, including zip code, and telephone number, including area code, of agent for service) Copies to: Reed D. Auerbach, Esq. MCKEE NELSON LLP One Battery Park Plaza, 34 th Floor New York, New York 10004 Approximate date of commencement of proposed sale to the public: From time to time after filing this Post-Effective Amendment No. 1 to Form S-3. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: X If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
EXPLANATORY NOTE This Post-Effective Amendment No. 1 to Form S-3 (File No. 333-132320) is filed to amend Item 16 of Part II to include an additional exhibit pursuant to Rule 462(d) of the Securities Act.
PART II Item 16. Exhibits 1.1 Form of Underwriting Agreement among the Registrant, the Servicer and the Representative of the Several Underwriters* 4.1 Form of Trust Agreement among the Registrant, the Servicer and the Owner Trustee* 4.2 Form of Indenture between the Trust and the Indenture Trustee* 4.3 Form of Sale and Servicing Agreement among the Registrant, the Servicer and the Owner Trustee* 4.4 Form of Receivables Purchase Agreement between AHFC and the Registrant* 4.5 Form of Administration Agreement among AHFC, the Trust, the Indenture Trustee and the Registrant* 5.1 Opinion of McKee Nelson LLP regarding legality* 5.2 Opinion of Richards, Layton & Finger, P.A. regarding legality* 5.3 Opinion of Alston & Bird LLP regarding legality** 8.1 Opinion of McKee Nelson LLP with respect to tax matters* 23.1 Consent of McKee Nelson LLP (included in Exhibits 5.1 and 8.1)* 23.2 Consent of Alston & Bird LLP (included in Exhibit 5.3)** 24.1 Power of Attorney (included on signature page)* 25.1 Statement of Eligibility and Qualification of Indenture Trustee (Form T-1)* * Previously filed. ** Filed herewith.
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Torrance, State of California, on March 17, 2006. HONDA AUTO RECEIVABLES TRUSTS BY: AMERICAN HONDA RECEIVABLES CORP., as originator of the Honda Auto Receivables Trusts By:_/s/ Y. Takahashi Y. Takahashi President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. NAME TITLE DATE _/s/ Y. Takahashi Y. Takahashi * John I. Weisickle Director and President (Principal Executive Officer) Director and Treasurer (Principal Financial Officer and Principal Accounting Officer) March 17, 2006 March 17, 2006 * T. Nishikiori * Lawrence A. Brose * Alvin G. Hageman Director and Secretary March 17, 2006 Director March 17, 2006 Director March 17, 2006 * By: _/s/ Y. Takahashi Y. Takahashi Attorney-in-fact
EXHIBIT INDEX 1.1 Form of Underwriting Agreement among the Registrant, the Servicer and the Representative of the Several Underwriters* 4.1 Form of Trust Agreement among the Registrant, the Servicer and the Owner Trustee* 4.2 Form of Indenture between the Trust and the Indenture Trustee* 4.3 Form of Sale and Servicing Agreement among the Registrant, the Servicer and the Owner Trustee* 4.4 Form of Receivables Purchase Agreement between AHFC and the Registrant* 4.5 Form of Administration Agreement among AHFC, the Trust, the Indenture Trustee and the Registrant* 5.1 Opinion of McKee Nelson LLP regarding legality* 5.2 Opinion of Richards, Layton & Finger, P.A. regarding legality* 5.3 Opinion of Alston & Bird LLP regarding legality** 8.1 Opinion of McKee Nelson LLP with respect to tax matters* 23.1 Consent of McKee Nelson LLP (included in Exhibits 5.1 and 8.1)* 23.2 Consent of Alston & Bird LLP (included in Exhibit 5.3)** 24.1 Power of Attorney (included on signature page)* 25.1 Statement of Eligibility and Qualification of Indenture Trustee (Form T-1)* * Previously filed. ** Filed herewith.
EXHIBIT 5.3 Alston & Bird LLP March 17, 2006 American Honda Receivables Corp. 20800 Madrona Ave. Torrance, California 90503 Re: American Honda Receivables Corp. Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as special counsel to American Honda Receivables Corp. (the Company ), in connection with the preparation of a registration statement on Form S-3 (the Registration Statement ) relating to the proposed offering from time to time by one or more trusts (each, a Trust ) in one or more series (each, a Series ) of Asset Backed Certificates (the Certificates ) and Asset Backed Notes (the Notes, and, together with the Certificates, the Securities ). The Registration Statement has been 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 conditions of a separate trust agreement and amended and restated trust agreement, a sale and servicing agreement, pooling and servicing agreement and/or indenture and an administration agreement (each, an Agreement ) among the Company, an indenture trustee (the Indenture Trustee ), an owner trustee (the Owner Trustee ) and one or more other entities, each to be identified in the prospectus supplement for such Series of Securities. As such counsel, we have examined copies of the Certificate of Incorporation and By- Laws of the Company, the Registration Statement, the base prospectus (the Prospectus ) and each form of prospectus supplement (collectively, the Prospectus Supplements ) 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 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. We note that the Registration Statement provides that a Trust may be organized as a statutory trust under the laws of the State of Delaware, and that the form of amended and restated trust agreement (the Trust Agreement ) included as exhibit 4.1 provides that it shall be governed by the laws of such State. Accordingly, we express no opinion herein regarding the Certificates to the extent issued by a Delaware statutory trust pursuant to such Trust Agreement. Based upon and subject to the foregoing, we are of the opinion that: 1. When the issuance, execution and delivery of each Series of Notes has been authorized by all necessary corporate action of the Company in accordance with the provisions of the related Agreement or Agreements, and when such Notes have been duly executed and delivered, authenticated by the Trustee and sold 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 applicable Trust thereof, enforceable in accordance with their respective terms and the terms of such Agreement or Agreements. 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 issuance, execution and delivery of each Series of Certificates has been authorized by all necessary corporate action of the Company in accordance with the provisions of the related Agreement or Agreements, and when such Certificates have been duly executed and delivered, authenticated by the Owner Trustee and sold as described in the Registration Statement, assuming that the terms of such Certificates are otherwise in compliance with applicable law at such time, such Certificates will be legally issued, fully paid and nonassessable.
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 and the related Prospectus Supplements which form 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 A Partner