EXHIBIT 5.1

                          [FOLEY & LARDNER LETTERHEAD]


                                                    April 2, 2002


Visteon Corporation
5500 Auto Club Drive
Dearborn, Michigan 48126

Ladies and Gentlemen:

         We are acting as counsel to Visteon Corporation, a Delaware corporation
(the "Company"), in connection with the Registration Statement on Form S-3 (the
"Registration Statement") being filed today by the Company and Visteon Capital
Trust I, a statutory business trust formed under Delaware law (the "Trust") with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Securities Act"). The Registration
Statement covers $800,000,000 in aggregate amount of the following securities,
in one or more series:

          (a) debt securities of the Company (the "Debt Securities") issuable
from time to time under either an Amended and Restated Indenture between the
Company and Bank One Trust Company, N.A., as trustee (the "Trustee"), or a
Subordinated Indenture between the Company and the Trustee, in the form filed as
Exhibit 4.1 or Exhibit 4.2, respectively, to the Registration Statement (each,
an "Indenture");

         (b) preferred stock, par value $1.00 per share, of the Company
("Preferred Stock");

         (c) depositary shares, each representing a fraction of a share of
Preferred Stock ("Depositary Shares"), to be evidenced by depositary receipts
(the "Depositary Receipts") issued pursuant to a Deposit Agreement among the
Company, a bank or trust company selected by the Company to act as a depositary
(the "Depositary") and the holders from time to time of the Depositary Receipts
(the "Deposit Agreement");

         (d) common stock, par value $1.00 per share, of the Company ("Common
Stock");

         (e) warrants to purchase Debt Securities, Preferred Stock, Depositary
Shares or Common Stock ("Warrants");



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April 2, 2002
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         (f) trust preferred securities of the Trust ("Trust Preferred
Securities") and the related guarantee by the Company (the "Trust Guarantee");

         (g) stock purchase contracts, including contracts obligating holders to
purchase shares of Common Stock, Preferred Stock or Depositary Shares at a
future date or dates ("Purchase Contracts"); and

         (h) units consisting of a Purchase Contract and Debt Securities, Trust
Preferred Securities or debt obligations of third parties, in each case securing
the holder's obligation under a Purchase Contract ("Units" and, together with
the Debt Securities, Preferred Stock, Depositary Shares, Common Stock, Warrants,
Trust Preferred Securities, Trust Guarantee and Purchase Contracts,
"Securities").

         In our capacity as such counsel, we have examined (i) an unexecuted
copy of each Indenture, (ii) an unexecuted copy of the Trust Guarantee and (iii)
copies, certified or otherwise identified to our satisfaction, of the Amended
and Restated Certificate of Incorporation of the Company, the Amended and
Restated By-Laws of the Company, certain resolutions adopted by the Board of
Directors of the Company and such other corporate records of the Company and
such other documents as we have considered necessary or appropriate as a basis
for the opinions hereinafter expressed. In this connection, we have assumed
that:

         (a) the Securities Pricing Committee of the Board of Directors of the
Company (the "Pricing Committee") will have taken action by appropriate
proceedings (i) to fix the forms and terms of one or more issues of Securities
up to a maximum aggregate amount of $800,000,000, (ii) to authorize the Company
to execute and deliver the Securities and, as applicable, one or both
Indentures, the certificate of designations relating to the Preferred Stock (the
"Certificate of Designations"), the Depositary Receipts, the Deposit Agreement,
the warrant agreement relating to the Warrants (the "Warrant Agreement") or such
other agreement, if any, pursuant to which the Securities are to be issued (the
Indentures, the Certificate of Designations, the Depositary Receipts, the
Deposit Agreement, the Warrant Agreement and any such other agreement being
referred to herein collectively as the "Securities Agreements") and (iii) to
authorize the issuance and sale of the Securities;

         (b) the Securities so authorized by the Pricing Committee and the
related Securities Agreement will have been duly executed by the Company and the
other parties thereto;

         (c) the Securities so authorized by the Pricing Committee will have
been duly issued, sold and delivered against payment therefor in accordance with
such authorization and the applicable Securities Agreement and in the manner
contemplated by the Registration Statement and the applicable prospectus
supplement;




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April 2, 2002
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         (d) the registration requirements of the Securities Act and such state
and foreign securities laws as may be applicable will have been complied with;

         (e) (i) the Trust Preferred Securities will have been legally issued
and will be fully paid and non-assessable, (ii) the declaration of trust of the
Trust (the "Declaration of Trust") will have been duly authorized, executed and
delivered by, and will constitute a valid, binding and enforceable obligation
of, the parties thereto and (iii) the Trust will have been duly organized and
will be validly existing in good standing as a business trust under the laws of
the State of Delaware; and

         (f) there will be a sufficient number of authorized shares of Common
Stock or Preferred Stock, as the case may be, available at the time of issuance.

         Based upon and subject to the foregoing, and having regard for such
legal considerations as we consider relevant, it is our opinion that:

         1. The Company is a corporation validly existing and in good standing
under the laws of the State of Delaware.

         2. The Board of Directors of the Company has duly authorized the
Pricing Committee, empowering the Pricing Committee to fix the terms of one or
more issues of Securities up to a maximum aggregate of $800,000,000 and to
authorize the issue and sale of the Securities.

         3. When the applicable Indenture shall have been qualified under the
Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and Debt
Securities have been authenticated under the applicable Indenture, then such
Debt Securities will constitute valid and binding obligations of the Company,
entitled to the benefits provided by the applicable Indenture.

         4. When the Certificate of Designations has been filed with the
Secretary of State of the State of Delaware, and (with respect to Depositary
Shares only) the Depositary has duly executed the Depositary Receipts in
accordance with the terms of the Deposit Agreement (the Company having deposited
the Preferred Stock with the Depositary pursuant to the Deposit Agreement), then
the Preferred Stock will be legally issued, fully paid and nonassessable
(provided that the consideration paid therefor is not less than the par value
thereof), will not have been issued in violation of or subject to any preemptive
rights and will have the rights set forth in the Amended and Restated
Certificate of Incorporation of the Company as further amended by the
Certificate of Designations, and the Depositary Shares will represent legal and
valid interests in shares of Preferred Stock.






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         5. The Common Stock will be legally issued, fully paid and
nonassessable (provided that the consideration paid therefor is not less than
the par value thereof).

         6. The Warrants will constitute valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms.

         7. When (a) the guarantee agreement pursuant to which the Trust
Guarantee is to be issued has been qualified under the Trust Indenture Act, (b)
the Declaration of Trust has been qualified under the Trust Indenture Act and
has been duly executed and delivered by the Company and the other parties
thereto, (c) making and performing the Trust Guarantee is necessary or
convenient to the conduct, promotion or attainment of the business of the
Company and (d) the Trust Preferred Securities have been duly authorized for
issuance and duly executed, issued and delivered by duly authorized trustees of
the Trust against payment of the consideration therefor and authenticated, all
in the manner provided for in the Declaration of Trust, then the Trust Guarantee
will constitute a valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms.

         8. The Purchase Contracts will constitute valid and binding obligations
of the Company, enforceable against the Company in accordance with their terms.

         9. The Units will constitute valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms.

         The opinions expressed above are subject to the following limitations
and qualifications:

         (a) Enforceability of the rights and remedies set forth in the
Securities and in the applicable Securities Agreement is subject, in each case,
to the effect of any applicable bankruptcy, fraudulent conveyance, insolvency,
moratorium, reorganization or other similar laws affecting creditors' rights
generally and to the discretionary nature of specific performance, injunctive
relief and other equitable remedies, including the appointment of a receiver.

         (b) Enforceability of the Securities and the applicable Securities
Agreement is subject, in each case, to general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at
law), including requirements of reasonableness and good faith in the exercise of
rights and remedies thereunder.

         (c) Although certain provisions of the Securities and the applicable
Securities Agreement may not be enforceable in whole or in part under the laws
of the State of Michigan, the inclusion of such provisions does not affect, in
any such case, the validity of the Securities




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April 2, 2002
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and Securities Agreement taken together, and the Securities and such Securities
Agreement contain, in each case, adequate provisions for enforcing payment of
the obligations evidenced thereby and for the practical realization of the
benefits intended to be provided thereby.

         (d) With respect to our opinion expressed in paragraph 1, we have
relied solely and without independent investigation upon certificates of the
Secretary of State of the State of Delaware dated March 27, 2002.

         We call to your attention that certain of the Securities and Securities
Agreements are and will be expressly governed by their terms by the laws of the
State of New York. We do not purport to express any opinion herein concerning
any laws other than the internal laws of the State of Michigan, applicable
federal laws of the United States of America and the General Corporation Law of
the State of Delaware. This opinion letter is limited to the specific issues
addressed herein and is predicated solely upon laws and regulations in existence
as of the current date and as they currently apply and to the facts as they
currently exist. We assume no obligation to revise or supplement this opinion
letter should such matters change by legislative action, judicial decision or
otherwise.

         We hereby consent to the use of this opinion letter as Exhibits 5.1 and
23.2 to the Registration Statement and to the use of our name under the heading
"Legal Opinions" in the Prospectus included therein. In giving this consent, we
do not admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission thereunder.

                                           Very truly yours,


                                           /s/ Foley & Lardner