Exhibit 5.1, 8.1 and 23.1


August 18, 2005                                    Mayer, Brown, Rowe & Maw LLP
                                                                  1675 Broadway
                                                  New York, New York 10019-5820

                                                        Main Tel (212) 506-2500
                                                        Main Fax (212) 262-1910
                                                         www.mayerbrownrowe.com


Lehman ABS Corporation
745 Seventh Avenue
New York, New York  10019

Ladies and Gentlemen:

         We have acted as your counsel in connection with the authorization and
issuance from time to time in one or more series of asset-backed notes,
asset-backed certificates or asset-backed custody receipts (the "Securities").
We have examined the Registration Statement on Form S-3 dated as of the date
hereof relating to the Securities (the "Registration Statement"), the prospectus
(the "Prospectus") forming a part of the Registration Statement to be filed with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), and such other documents as we have deemed
necessary or advisable for purposes of rendering this opinion. As set forth in
the Registration Statement, separate trusts (each, a "Trust") will be
established and will issue Securities pursuant to either a trust agreement or a
pooling and servicing agreement (collectively the "Agreement"). Our advice has
formed the basis for the description of the selected Federal income tax
consequences of the purchase, ownership and disposition of the Securities to an
original purchaser that appears under the heading "Federal Income Tax
Considerations" in the Prospectus (the "Tax Description"). Except as otherwise
indicated herein, all terms defined in the Prospectus are used herein as so
defined.

         We have assumed for the purposes of the opinions set forth below that
the Securities will be issued in series created as described in the Registration
Statement and that the Securities will be sold by you for reasonably equivalent
consideration. We have also assumed that the Agreement and the Securities will
be duly authorized by all necessary corporate action and that the Securities
will be duly issued, executed, authenticated and delivered in accordance with
the provisions of the Agreement. In addition, we have assumed that the parties
to each Agreement will satisfy their respective obligations thereunder. We
express no opinion with respect to any series of Securities for which we do not
act as counsel to you.

         The opinion set forth in paragraph 2 of this letter is based upon the
applicable provisions of the Internal Revenue Code of 1986, as amended, Treasury
regulations promulgated thereunder, current positions of the Internal Revenue
Service (the "IRS") contained in published Revenue Rulings, Revenue Procedures,
and other IRS administrative positions, applicable judicial decisions, and such
other authorities as we have deemed appropriate. This opinion is subject to the
explanations and qualifications set forth under the caption "Federal Income Tax





MAYER, BROWN, ROWE & MAW LLP

Lehman ABS Corporation
August 18, 2005
Page 2



Considerations" in the Prospectus. No tax rulings will be sought from the IRS
with respect to any of the matters discussed herein.

         Pursuant to 31 C.F.R., part 10, the regulations governing practice
before the Internal Revenue Service (Circular 230), we inform you that advice
expressed herein as to tax matters is not intended or written by us to be used,
and cannot be used, for the purpose of avoiding any tax penalties that may be
imposed under U.S. tax law.

         On the basis of the foregoing examination and assumptions, and upon
consideration of applicable law, it is our opinion that:

         1. When an Agreement for a series of Securities has been duly and
validly authorized, executed and delivered by the parties thereto, and the
Securities of such series have been duly executed, authenticated, delivered and
sold as contemplated in the Registration Statement, such Securities will be
legally and validly issued, fully paid and nonassessable, and the holders of
such Securities will be entitled to the benefits of such Agreement.

         2. While the Tax Description does not purport to discuss all possible
Federal income tax ramifications of the purchase, ownership, and disposition of
the Securities, particularly to purchasers subject to special rules under the
Internal Revenue Code of 1986, as amended, it constitutes, in all material
respects, a fair and accurate summary of such Federal income tax consequences
under present Federal income tax law. There can be no assurance, however, that
the tax conclusions presented therein will not be successfully challenged by the
IRS, or significantly altered by new legislation, changes in IRS positions or
judicial decisions, any of which challenges or alterations may be applied
retroactively with respect to completed transactions. We note, however, that the
form of Prospectus Supplement filed with the Registration Statement does not
relate to a specific transaction. Accordingly, the above-referenced description
of the selected Federal income tax consequences may, under certain
circumstances, require modification when an actual transaction is undertaken.

         We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to this firm under the headings
"Federal Income Tax Considerations" and "Legal Matters" in the Prospectus and
"Certain Federal Income Tax Consequences" and "Legal Matters" in the Prospectus
Supplement forming a part of the Registration Statement, without admitting that
we are "experts" within the meaning of the term used in the Act or the rules and
regulations of the Commission issued thereunder, with respect to any part of the
Registration Statement, including this exhibit or otherwise.


                                                Very truly yours,


                                                /s/ Mayer, Brown, Rowe & Maw LLP