8-K

UNITED STATES
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): July 12, 2005

Nissan Master Owner Trust Receivables

(Issuer of the notes)

(Exact name of registrant as specified in its charter)

Nissan Wholesale Receivables Corporation II

(Originator of the trust that issues notes under the related prospectus and prospectus supplement)

(Exact name of registrant as specified in its charter)

DELAWARE	333-105666 333-105666-01	65-1184628 51-6538952
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

990 W. 190TH STREET

TORRANCE, CALIFORNIA 90502

(Address of Principal Executive Offices)

Registrants’ telephone number, including area code: (310) 719-8369

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 (see General Instruction A.2. below):

     ¨ 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))

TABLE OF CONTENTS

Exhibit 5.1

Exhibit 8.1

ITEM 8.01 OTHER EVENTS

     Attached as Exhibit 5.1 and Exhibit 8.1 to this Current Report are, respectively, (i) the opinion of Mayer, Brown, Rowe & Maw LLP as to the legality of the notes being registered by Nissan Wholesale Receivables Corporation II and Nissan Master Owner Trust Receivables pursuant to the Securities Act of 1933, as and (ii) the opinion of Mayer, Brown, Rowe & Maw LLP regarding certain tax matters.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a)	Not applicable.
(b)	Not applicable.
(c)	Exhibit

Exhibit 5.1 Opinion of Mayer, Brown, Rowe & Maw LLP regarding legality

Exhibit 8.1 Opinion of Mayer, Brown, Rowe & Maw LLP regarding certain tax matters

     Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on behalf of the Registrant by the undersigned thereunto duly authorized.

NISSAN MASTER OWNER TRUST RECEIVABLES
By:	Nissan Wholesale Receivables Corporation II, as originator of Nissan Master Owner Trust Receivables
	By:	/s/ Kazuhiko Kazama
		Kazuhiko Kazama
		Treasurer

NISSAN WHOLESALE RECEIVABLES CORPORATION II
By:	/s/ Kazuhiko Kazama
	Kazuhiko Kazama
	Treasurer

July 12, 2005

EXHIBIT INDEX

Item 601(a) of Regulation S-K

Exhibit No.	Description
5.1	Opinion of Mayer, Brown, Rowe & Maw LLP regarding legality
8.1	Opinion of Mayer, Brown, Rowe & Maw LLP regarding certain tax matters

EX-5.1

Exhibit 5.1

July 12, 2005 Mayer, Brown, Rowe & Maw LLP
350 South Grand Avenue
25th Floor
Los Angeles, California 90071-1503

Main Tel (213) 229-9500
Main Fax (213) 625-0248
www.mayerbrownrowe.com

Nissan Master Owner Trust Receivables
Nissan Wholesale Receivables Corporation II
990 West 190th Street
Torrance, California 90502

Re:	Nissan Master Owner Trust Receivables
	Nissan Wholesale Receivables Corporation II
	Amendment No. 1 to Registration Statement for Registration
	Nos. 333-105666 and 333-105666-01

Ladies and Gentlemen:

     We have acted as special counsel to Nissan Motor Acceptance Corporation (“NMAC”), a California corporation, Nissan Wholesale Receivables Corporation II (“NWRC II”), a Delaware corporation and a wholly-owned limited purpose subsidiary of NMAC, and Nissan Master Owner Trust Receivables (“NMOTR”, or the “Issuer”), a Delaware statutory trust, all of the beneficial ownership of which initially is owned by NWRC II, in connection with the proposed issuance of $2,000,000,000 aggregate principal amount of asset-backed notes (the “Notes”) to be offered pursuant to the above-referenced registration statement on Form S-3 (such registration statement as amended, the “Registration Statement”) relating to the Notes. The Registration Statement has been filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder.

     As described in the Registration Statement, the Notes will be issued under and pursuant to the indenture and indenture supplement for each series, each between the Issuer and the Indenture Trustee (as defined therein). The indenture, the indenture supplement and the trust agreement, in the forms filed with the Securities and Exchange Commission on September 16, 2003, as exhibits to Amendment No. 1 to the Registration Statement for Registration Nos. 333-105666 and 333-1056666-01, are herein referred to as the “Indenture,” the “Indenture Supplement” and the “Trust Agreement”, respectively.

     We are familiar with the proceedings to date in connection with the proposed authorization, issuance and sale of the Notes for each series, and in order to express our opinion

hereinafter stated we have examined copies of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including the Registration Statement and, in each case as filed as an exhibit to the Registration Statement, the following documents:

1.	the form of Indenture and Indenture Supplement (including the form of Notes included as exhibits thereto);
2.	the form of Trust Agreement;
3.	the form of Purchase Agreement between NWRC II and NMAC;
4.	the form of Transfer and Servicing Agreement among the Issuer, NWRC II and NMAC;
5.	the form of Administration Agreement among the Issuer, NWRC II, NMAC, JPMorgan Chase Bank as Indenture Trustee and Wilmington Trust as owner trustee; and
6.	the form of Underwriting Agreement among NWRC II, , NMAC and the representative of the several underwriters for the Notes of each series.

The documents listed in 1 through 5 above are hereinafter collectively referred to as the “Operative Documents.” Terms used herein without definition have the meanings given to such terms in the Registration Statement. We have also examined such statutes, corporate records and other instruments as we have deemed necessary for the purposes of this opinion.

     Based on and subject to the foregoing, we are of the opinion that when the Notes of each series have been duly executed and issued by the Issuer and authenticated by the Indenture Trustee and sold by the Issuer, and payment of the agreed consideration for such Notes shall have been received by the Issuer, all in accordance with the terms and conditions of the related Operative Documents and the Underwriting Agreement with respect to such Notes and in the manner described in the Registration Statement, such Notes will have been duly authorized by all necessary action of the Issuer and will be legally issued and binding obligations of the Issuer and entitled to the benefits afforded by the Indenture and the related Indenture Supplement, except as may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other laws relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws), and by general principles of equity, regardless of whether such matters are considered in a proceeding in equity or at law.

     Our opinions expressed herein are limited to the federal laws of the United States and the laws of the State of New York.

     We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the use of our name therein.

Very truly yours,
 

/s/ MAYER, BROWN, ROWE & MAW LLP  

EX-8.1

Exhibit 8.1

July 12, 2005	Mayer, Brown, Rowe & Maw LLP
	350 South Grand Avenue
	25th Floor
	Los Angeles, California 90071-1503
	Main Tel (213) 229-9500
	Main Fax (213) 625-0248
	www.mayerbrownrowe.com

Nissan Master Owner Trust Receivables
Nissan Wholesale Receivables Corporation II
990 West 190th Street
Torrance, California 90502

Re:	Nissan Master Owner Trust Receivables
	Nissan Wholesale Receivables Corporation II
	Amendment No. 1 to Registration Statement for
	Nos. 333-105666 and 333-105666-01

Ladies and Gentlemen:

     We have acted as special counsel to Nissan Motor Acceptance Corporation (“NMAC”), a California corporation, Nissan Wholesale Receivables Corporation II (“NWRC II”), a Delaware corporation and a wholly-owned limited purpose subsidiary of NMAC, and Nissan Master Owner Trust Receivables (“NMOTR”, or the “Issuer”), a Delaware statutory trust, all of the beneficial ownership of which initially is owned by NWRC II, in connection with the proposed issuance of $2,000,000,000 aggregate principal amount of asset-backed notes (the “Notes”) to be offered pursuant to the above-referenced registration statement on Form S-3 (such registration statement as amended, the “Registration Statement”) relating to the Notes. The Registration Statement has been filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder. The Notes will be issued under and pursuant to the indenture and indenture supplement for each series, each between the Issuer and the Indenture Trustee (as defined therein). The indenture, the indenture supplement and the trust agreement in the forms filed with the Securities and Exchange Commission on September 16, 2003, as exhibits to Amendment No. 1 to the Registration Statement for Registration Nos. 333-105666 and 333-105666-01, are herein referred to as the “Indenture”, the “Indenture Supplement” and the “Trust Agreement”, respectively.

     We hereby confirm that the statements set forth in the Prospectus forming part of the Registration Statement under the headings “Summary of Terms – Tax Matters” and “Material Federal Income Tax Consequences”, and in the form of the Prospectus Supplement under the headings “Summary – Tax Matters” and “Material Federal Income Tax Consequences”, which statements have been examined or prepared by us, to the extent that they constitute matters of

law or legal conclusions with respect thereto relating to federal tax matters, are correct in all material respects, and we hereby confirm and adopt the opinions set forth therein.

     The opinion set forth herein is based upon the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated and proposed thereunder, current positions of the Internal Revenue Service (the “IRS”) contained in published Revenue Rulings and Revenue Procedures, current administrative positions of the IRS and existing judicial decisions. No tax rulings will be sought from the IRS with respect to any of the matters discussed herein. The statutory provisions, regulations and interpretations on which our opinions are based are subject to change, which changes could apply retroactively. In addition, there can be no assurance that positions contrary to those stated in our opinions may not be taken by the IRS.

     We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the use of our name therein.

Very truly yours,
 

/s/ MAYER, BROWN, ROWE & MAW LLP