EXHIBIT 5.1

                         Opinion and Consent of Counsel


                                                               December 31, 1997


Re:      American Corporate Receipts, Inc.
         Registration Statement on Form S-3

American Corporate Receipts, Inc.
c/o Rickel Securities, Inc.
45 Essex Street
Millburn, New Jersey 07041

Dear Sirs:

            We have acted as special  counsel for American  Corporate  Receipts,
Inc.,  a  New  Jersey   corporation  (the  "Company")  in  connection  with  the
preparation  of the  Registration  Statement  of the  Company  on Form  S-3 (the
"Registration  Statement")  filed with the  Securities  and Exchange  Commission
pursuant to the Securities  Act of 1933, as amended (the "Act")  relating to the
registration  of trust receipts fully  described in the  Registration  Statement
(collectively, the "Securities"). The Securities are issuable in series (each, a
"Series")  under a separate  Trust  Agreement  by and  between the Company and a
trustee named therein  establishing an individual trust for each Series (each, a
"Trust").  The  Securities  are to be  sold  as set  forth  in the  Registration
Statement, and any amendments thereto, and any prospectus supplement relating to
each Series.

            In so  acting,  we have  examined,  and relied as to matters of fact
upon,  the  originals,  or  copies  certified  or  otherwise  identified  to our
satisfaction, of the Certificate of Incorporation and By-laws of the Company and
such other  certificates  (including  certificates  of officers of the Company),
records,  instruments  and  documents,  and have  made such  other  and  further
investigations,  as we have  deemed  necessary  or  appropriate  to enable us to
express the opinion set forth below.  In such  examination,  we have assumed the
genuineness  of all  signatures,  the legal  capacity  of natural  persons,  the
authenticity  of all documents  submitted to us as originals,  the conformity to
originals of all documents  submitted to us as certified or photostatic  copies,
and the authenticity of the originals of such latter documents.

            Based on the foregoing, we are of the opinion that when the issuance
of each Series of Securities has been duly  authorized by appropriate  corporate
action and the Securities
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American Corporate Receipts, Inc.
December 31, 1997
Page 3


of  such  Series  have  been  duly  executed,  authenticated  and  delivered  in
accordance with the related Trust Agreement and sold in the manner  described in
the Registration Statement,  any amendment thereto and the prospectus supplement
relating to each Series,  the Securities of such Series will be legally  issued,
fully paid and  nonassessable  and the holders of the  Securities of such Series
will be entitled  to the  benefits of the  related  Trust  Agreement,  except as
enforcement  thereof  may  be  limited  by  applicable  bankruptcy,  insolvency,
reorganization,  arrangement,  fraudulent  conveyance,  moratorium or other laws
relating  to  or  affecting  the  rights  of  creditors  generally  and  general
principles of equity, and the possible unavailability of specific performance or
injunctive relief,  regardless of whether such enforceability is considered in a
proceeding in equity or at law.

            We hereby consent to the filing of this opinion as an exhibit to the
Registration  Statement  and to the use of our name  wherever  appearing  in the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required  under Section 7 of the
Act or the Rules and  Regulations  of the  Securities  and  Exchange  Commission
promulgated thereunder.

                                                    Very truly yours,


                                                    /s/ McCarter & English, LLP