EXHIBIT 1.5 RECEIVABLES PURCHASE AGREEMENT

Execution Copy

TABLE OF CONTENTS

Page

ARTICLE ONE

DEFINITIONS

Section 1.01

Definitions

1

Section 1.02

Other Definitional Provisions

2

ARTICLE TWO

CONVEYANCE OF RECEIVABLES

Section 2.01

Conveyance of Receivables

2

Section 2.02

Representations and Warranties of the Seller and the Purchaser

3

Section 2.03

Representations and Warranties as to the Receivables

6

Section 2.04

Covenants of the Seller

10

ARTICLE THREE

PAYMENT OF RECEIVABLES PURCHASE PRICE

Section 3.01

Payment of Receivables Purchase Price

10

ARTICLE FOUR

TERMINATION

Section 4.01

Termination

11

ARTICLE FIVE

MISCELLANEOUS PROVISIONS

Section 5.01

Amendment.

11

Section 5.02

Protection of Right, Title and Interest to Receivables

11

Section 5.03

Governing Law

12

Section 5.04

Notices

12

Section 5.05

Severability of Provisions

12

Section 5.06

Assignment

12

Section 5.07

Further Assurances

12

Section 5.08

No Waiver; Cumulative Remedies

13

Section 5.09

Counterparts

13

Section 5.10

Third-Party Beneficiaries

13

Section 5.11

Headings

13

Section 5.12

Seller Indemnification

13

Section 5.13

Merger, Consolidation or Assumption of the Obligations of the Seller

14

SCHEDULES

Schedule A - Schedule of Receivables

A-1

This Receivables Purchase Agreement, dated as of October 1, 2005, is between American Honda Finance Corporation, a California corporation, as seller, and American Honda Receivables Corp., a California corporation, as purchaser.

In consideration of the premises and mutual agreements herein contained, each party agrees as follows for the benefit of the other party and for the benefit of the Owner Trustee:

ARTICLE ONE

DEFINITIONS

Section 1.01

Definitions.  Whenever used in this Agreement, the following words and phrases shall have the following meanings:

“ Agreement ” means this Receivables Purchase Agreement and all amendments hereof and supplements hereto.

“ Closing Date ” means October 25, 2005.

“ Cutoff Date ” means October 1, 2005.

 “ Indenture ” means the Indenture, dated as of October 1, 2005, between the Issuer and the Indenture Trustee.

“ Indenture Trustee ” means U.S. Bank National Association, as indenture trustee under the Indenture.

“ Issuer ” means Honda Auto Receivables 2005-5 Owner Trust, a Delaware statutory trust.

“ Owner Trustee ” means Deutsche Bank Trust Company Delaware, as owner trustee under the Trust Agreement.

“ Purchaser ” means American Honda Receivables Corp., in its capacity as purchaser of the Receivables under this Agreement, and its successors and assigns.

“ Receivables Purchase Price ” means $1,549,394,618.54 less agreed upon securitization-related fees, costs and expenses.

“ Sale and Servicing Agreement ” means the Sale and Servicing Agreement, dated as of October 1, 2005, among American Honda Receivables Corp., as seller, American Honda Finance Corporation, as servicer, and the Issuer.

“ Schedule of Receivables ” means the schedule of receivables attached as Schedule A hereto.

“ Seller ” means American Honda Finance Corporation, in its capacity as seller of the Receivables under this Agreement, and its successors and assigns.

“ Servicer ” means American Honda Finance Corporation in its capacity as servicer under the Sale and Servicing Agreement and its successors and assigns.

“ Trust Agreement ” means the trust agreement dated September 15, 2005, as amended and restated on October 25, 2005 between American Honda Receivables Corp., as depositor and the Owner Trustee.

“ Trustees ” means the Indenture Trustee and the Owner Trustee.

“ Warranty Receivable ” means a Receivable purchased by the Seller pursuant to Section 2.03(c).

Section 1.02

Other Definitional Provisions .

(a)

All capitalized terms not otherwise defined in this Agreement shall have the defined meanings used in the Sale and Servicing Agreement.

(b)

The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; Section, subsection and Schedule references contained in this Agreement are references to Sections, subsections and Schedules in or to this Agreement unless otherwise specified; the term “proceeds” shall have the meaning set forth in the applicable UCC; and the word “including” means including without limitation.

ARTICLE TWO

CONVEYANCE OF RECEIVABLES

Section 2.01

Conveyance of Receivables .

(a)

The Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the Seller, without recourse (subject to the Seller’s obligations hereunder), all of the right, title and interest of the Seller in, to and under the following:

(i)

the Receivables listed in the Schedule of Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 2.03(c)) on or after the Cutoff Date;

(ii)

the security interests in the Financed Vehicles;

(iii)

any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors;

(iv)

any proceeds of Dealer Recourse;

(v)

the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and

(vi)

the proceeds of any and all of the foregoing.

(b)

In connection with the foregoing conveyance, the Seller agrees to record and file, at its own expense, one or more financing statements with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner as is necessary to perfect the sale of the Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable after receipt by the Seller thereof.

In connection with the foregoing conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to deliver to the Purchaser a computer file or printed or microfiche list containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Cutoff Date, which file or list shall be marked as Schedule A to this Agreement and is hereby incorporated into and made a part of this Agreement and (iii) to deliver the Receivable Files to or upon the order of the Purchaser.

The parties hereto intend that the conveyance hereunder be a sale.  In the event that the conveyance hereunder is not for any reason considered a sale, the Seller hereby grants to the Purchaser a first priority perfected security interest in all of its right, title and interest in, to and under the Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing.  The parties intend that this Agreement constitute a security agreement under applicable law.  Such grant is made to secure the payment of all amounts payable hereunder, including, without limitation, the Receivables Purchase Price.

Section 2.02

Representations and Warranties of the Seller and the Purchaser .

(a)

The Seller hereby represents and warrants to the Purchaser as of the date of this Agreement and the Closing Date that:

(i)

Organization and Good Standing .  The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of California, and has power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and shall have, power, authority and legal right to acquire, own and sell the Receivables.

(ii)

Due Qualification .  The Seller is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business (including the servicing of the Receivables as required by the Sale and Servicing Agreement) shall require such qualifications.

(iii)

Power and Authority .  The Seller shall have the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement shall have been duly authorized by the Seller by all necessary corporate action.

(iv)

Binding Obligation .  This Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.

(v)

No Violation .  The execution, delivery and performance by the Seller of this Agreement and the consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof shall not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the articles of incorporation or bylaws of the Seller, or conflict with or breach any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Seller is a party or by which it may be bound or any of its properties are subject; nor result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than this Agreement); nor violate any law or, to the knowledge of the Seller, any order, rule or regulation applicable to it or its properties of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

(vi)

No Proceedings .  There are no proceedings or investigations pending or, to the knowledge of the Seller, threatened against the Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that, in the reasonable judgment of the Seller, would materially and adversely affect the performance by the Seller of its obligations under this Agreement.

(b)

The Purchaser hereby represents and warrants to the Seller as of the date of this Agreement and the Closing Date that:

(i)

Organization and Good Standing .  The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of California, and has power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and shall have, power, authority and legal right to acquire, own and sell the Receivables.

(ii)

Due Qualification .  The Purchaser is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications.

(iii)

Power and Authority .  The Purchaser shall have the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement shall have been duly authorized by the Purchaser by all necessary corporate action.

(iv)

Binding Obligation .  This Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.

(v)

No Violation .  The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof shall not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the articles of incorporation or bylaws of the Purchaser, or conflict with or breach any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Purchaser is a party or by which it may be bound or any of its properties are subject; nor result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than this Agreement); nor violate any law or, to the knowledge of the Purchaser, any order, rule or regulation applicable to it or its properties of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Purchaser or any of its properties.

(vi)

No Proceedings .  There are no proceedings or investigations pending or, to the knowledge of the Purchaser, threatened against the Purchaser, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that, in the reasonable judgment of the Purchaser, would materially and adversely affect the performance by the Purchaser of its obligations under this Agreement.

(c)

The representations and warranties set forth in this Section shall survive the sale of the Receivables by the Seller to the Purchaser and the sale of the Receivables by the Purchaser to the Issuer. Upon discovery by the Seller or the Purchaser of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the others.

Section 2.03

Representations and Warranties as to the Receivables .

(a)

Eligibility of Receivables .  The Seller hereby represents and warrants to the Purchaser as of the Cutoff Date that:

(i)

Characteristics of Receivables .  Each Receivable (A) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller from such Dealer under an existing agreement with the Seller, shall have been validly assigned by such Dealer to the Seller in accordance with its terms and, to the best knowledge of the Seller, shall have been sold by a Dealer without fraud or misrepresentation, (B) shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller in the related Financed Vehicle, (C) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, (D) shall provide for level Monthly Payments (provided that the payment in the first or last month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (E) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (F) shall have an Obligor that is not a federal, state or local governmental entity and (G) is a retail installment contract.

(ii)

Schedule of Receivables .  The information set forth in the Schedule of Rec