Report
of Independent Registered Public Accounting Firm
  The Board
of Directors
 The Trust
& Securities Services department of Deutsche Bank National Trust Company and
Deutsche Bank Trust Company Americas:
 
 We have
examined the accompanying management’s assertion that the Trust & Securities
Services department of Deutsche Bank National Trust Company and Deutsche Bank
Trust Company Americas (collectively the Company) complied with the servicing
criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s
Regulation AB for the Honda Auto Receivables 2006-2 Owner Trust asset-backed
securities transaction, Honda Auto Receivables 2008-1 Owner Trust asset-backed
security transaction and Honda Auto Receivables 2009-2 Owner Trust asset-backed
securities transaction (the Platform), except for servicing criteria
1122(d)(1)(i), 1122(d)(1)(ii), 1122(d)(1)(iii), 1122(d)(1)(iv), 1122(d)(2)(i),
1122(d)(2)(iii), 1122(d)(2)(iv), 1122(d)(2)(v), 1122(d)(2)(vi), 1122(d)(2)(vii),
1122(d)(3)(i), 1122(d)(4)(i), 1122(d)(4)(ii), 1122(d)(4)(iii), 1122(d)(4)(iv),
1122(d)(4)(v), 1122(d)(4)(vi), 1122(d)(4)(vii), 1122(d)(4)(viii),
1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii),
1122(d)(4)(xiii), 1122(d)(4)(xiv) and 1122(d)(4)(xv), which the Company has
determined are not applicable to the activities it performs with respect to the
Platform, as of and for the twelve months ended March 31,
2010.  Servicing criterion 1122(d)(3)(ii) is applicable to the
activities the Company performs with respect to the Platform only as it relates
to amounts remitted to the investors.  Management is responsible for
the Company’s compliance with those servicing criteria. Our responsibility is to
express an opinion on management’s assertion about the Company’s compliance
based on our examination.
 
 Our
examination was conducted in accordance with the standards of the Public Company
Accounting Oversight Board (United States)and, accordingly,
included examining, on a test basis, evidence about the Company’s compliance
with the servicing criteria specified above and performing such other procedures
as we considered necessary in the circumstances.  Our examination
included testing of less than all of the servicing activities related to the
Platform, and determining whether the Company processed those selected
transactions and performed those selected activities in compliance with the
servicing criteria.  Furthermore, our procedures were limited to the
selected transactions and servicing activities performed by the Company during
the period covered by this report.  Our procedures were not designed
to determine whether errors may have occurred either prior to or subsequent to
our tests that may have affected the balances or amounts calculated or reported
by the Company during the period covered by this report for the selected
transactions or any other transactions. We believe that our examination provides
a reasonable basis for our opinion.  Our examination does not provide
a legal determination on the Company’s compliance with the servicing
criteria.
 
 In our
opinion, management’s assertion that the Company complied with the
aforementioned servicing criteria, as of and for the twelve months ended March
31, 2010 is fairly stated, in all material respects.
 
 (Signed)
KPMG, LLP
 
 Chicago,
Illinois
 June 1,
2010