EXHIBIT 5A


                                                                   March 8, 2002


Ford Motor Credit Company
One American Road
Dearborn, Michigan 48126

          Re:  Registration of Securities

Ladies and Gentlemen:


          Reference is made to the Registration Statement on Form S-3 (the
"Registration Statement") filed with the Securities and Exchange Commission (the
"Commission") on or about December 14, 2001, and Amendment No. 1 thereto, filed
on or about March 8, 2002, by Ford Motor Credit Company, (the "Company") and by
Ford Credit Capital Trust I, Ford Credit Capital Trust II and Ford Credit
Capital Trust III, each a statutory business trust formed under the laws of the
State of Delaware (each a "Trust" and collectively, the "Trusts"). The
Registration Statement relates to the issuance and sale from time to time,
pursuant to Rule 415 of the General Rules and Regulations promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), of the following
securities in one or more series: (i) debt securities of the Company ("Debt
Securities"), consisting of debentures, notes and/or other evidences of
indebtedness, which may be unsubordinated or subordinated to certain other
obligations of the Company; (ii) warrants to purchase Debt Securities
("Warrants"); (iii) Trust Preferred Securities of one or more of the Trusts
("Trust Preferred Securities"), and related guarantees by the Company
(individually, a "Trust Guarantee," and collectively, the "Trust Guarantees" and
together with the Debt Securities, Warrants, Trust Preferred Securities and
Trust Guarantees, "Securities").


            As Counsel -- Corporate and Secretary of the Company, I am familiar
with the Restated Certificate of Incorporation and the By-Laws and with the
affairs of the Company. I also have examined such other documents and
instruments and have made such further investigation as I have deemed necessary
or appropriate in connection with this opinion.

                                      - 2 -

     Based on the foregoing, it is my opinion that:

         1. The Company is duly incorporated and validly existing as a
corporation under the laws of the State of Delaware.

         2. When (i) the registration requirements of the Securities Act have
been complied with, (ii) the indenture between the Company and the Trustee
pursuant to which the Debt Securities are to be issued (the "Indenture") has
been qualified under the United States Trust Indenture Act of 1939, as amended
(the "TIA"), (iii) the form or forms of the Debt Securities and the final terms
thereof have been duly approved or established by appropriate corporate action
taken by the Company and in accordance with the terms of the Indenture, and (iv)
the Debt Securities have been duly executed, authenticated, completed, issued
and delivered against payment therefor in accordance with such corporate action,
the Indenture and in the manner contemplated by the Registration Statement, the
Debt Securities will thereupon be legally issued and binding obligations of the
Company.

       3. When (i) the registration requirements of the Securities Act have been
complied with, (ii) the appropriate corporate action has been taken by the
Company to authorize the form, terms, execution and delivery of the Warrants and
(iii) Warrants with such terms are duly executed, attested, issued and delivered
by duly authorized officers of the Company against payment in the manner
provided for in the warrant agreement pursuant to which the Warrants are to be
issued and such corporate action, such Warrants will constitute valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms.


                                     - 3 -

          4. When (i) the registration requirements of the Securities Act have
been complied with, (ii) the appropriate corporate action has been taken by the
Company to authorize the form, terms, execution and delivery of the Trust
Guarantees with respect to the Trust Preferred Securities to be issued by the
Trusts, (iii) the applicable guarantee agreement pursuant to which the Trust
Guarantees are to be issued has been qualified under the TIA and the related
Trust Guarantee has been duly executed and authenticated in accordance with the
provisions of the applicable guarantee agreement, (v) the applicable Trust's
declaration of trust has been qualified under the TIA and has been duly executed
and delivered by the Company and the other parties thereto, (vi) making and
performing the Trust Guarantees is necessary or convenient to the conduct,
promotion or attainment of the business of the Company and (vii) such Trust
Preferred Securities shall have been duly authorized for issuance by the
applicable Trust's declaration of trust, and duly executed, issued and delivered
by duly authorized trustees of the applicable Trust against payment of the
consideration therefor and authenticated by the trustee for the Trust
Guarantees, all in the manner provided for in the applicable declaration of
trust, such Trust Guarantees will constitute valid and binding obligations of
the Company, enforceable against the Company in accordance with their terms.

          My opinions expressed above are subject to the qualifications that I
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law or judicially developed doctrine in
this area (such as substantive consolidation or equitable subordination)
affecting the enforcement of creditors' rights generally, (ii) general
principles of equity (regardless of whether enforcement is considered in a
proceeding in equity or at law) and (iii) public policy considerations which may
limit the rights of parties to obtain certain remedies.

          For purposes of the relevant opinions above, I have assumed that (i)
the Trust Preferred Securities will have been validly issued and will be fully
paid and non-assessable and (ii) the declaration of trust of each Trust has been
duly authorized, executed and delivered by, and constitutes a valid, binding and
enforceable obligation of, the parties thereto and that the Trusts have been
duly organized and are validly existing in good standing as business trusts
under Delaware law.


                                     - 4 -



          I wish to point out that I am a member of the Bar of the District of
Columbia and do not hold myself out as expert in the laws of other
jurisdictions. However, I have made, or caused to be made, such investigation as
I have deemed appropriate with respect to the laws of other jurisdictions in
connection with the opinions expressed herein, and nothing has come to my
attention in the course of such investigation which would lead me to question
the correctness of such opinions.

       I hereby consent to the filing of this opinion as Exhibit 5-A to the
Registration Statement. In giving this consent, I do not admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Commission issued thereunder.

                                         Very truly yours,

                                         /s/ Susan J. Thomas

                                         Susan J. Thomas
                                         Counsel -- Corporate
                                         and Secretary