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                                                                     EXHIBIT 5.1

Associates First Capital Corporation
250 East Carpenter Freeway
Irving, Texas 75062



   
                               September 15, 1998
    


Associates First Capital Corporation
250 E. Carpenter Freeway
Irving, TX 75062-2729

Ladies and Gentlemen:

   
         I am Vice President and Assistant General Counsel of Associates First
Capital Corporation, a Delaware corporation (the "Company"), and I have advised
the Company in connection with the registration, pursuant to the  Registration
Statement on Form S-3 (File No. 333-62875) (the "Registration Statement") filed
with the Securities and Exchange Commission under the Securities Act of 1933
(the "Act"), of up to $7,500,000,000 of the Company's (i) debt securities ("Debt
Securities"), (ii) preferred stock, par value $.01 per share (the "Preferred
Stock"), (iii) Class A Common Stock, par value $.01 per share (the "Common
Stock"), (iv) warrants to purchase Debt Securities, Preferred Stock or Class A
Common Stock (the "Warrants"), (v) stock purchase contracts to purchase Class A
Common Stock (the "Stock Purchase Contracts") and/or (vi) stock purchase units
("Stock Purchase Units"), each representing ownership of a Stock Purchase
Contract and any of (x) Debt Securities (y) debt obligations of third parties,
including U.S. Treasury Securities, or (z) Preferred Securities of Associates
First Capital Trust I, Associates First Capital Trust II or Associates First
Capital Trust III (each, an "Associates Trust") and (vii) the guarantee of the
Company of any Preferred Securities issued by each Associates Trust pursuant to
a Guarantee Agreement to be executed by the Company (the "Guarantees"), each to
be offered from time to time by the Company pursuant to the Registration
Statement. The Debt Securities, the Preferred Stock, the Class A Common Stock,
the Warrants, the Stock Purchase Contracts, the Stock Purchase Units and the
Guarantees shall be collectively referred to as the "Offered Securities."
    

         In connection with the filing of the Registration Statement, you have
requested my opinion concerning certain corporate matters.

         When (i) the Registration Statement has become effective under the Act,
(ii) the terms of any class or series of Offered Securities have been authorized
by appropriate action of the Company in a manner that would not violate any
applicable law or result in a default under or breach of any agreement or
instrument binding upon the Company and so as to comply with any requirement or
restriction imposed by a court or a governmental or regulatory body having
jurisdiction over the Company, (iii) any such class or series of Offered
Securities has been duly issued and sold, and payment has been received for such
Offered Securities in the 


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Associates First Capital Corporation
September 14, 1998
Page 2


manner contemplated in the Registration Statement and any prospectus supplement
relating thereto, then (a) the Preferred Stock and Class A Common Stock will be
validly issued, fully paid and nonassessable and (b) the Debt Securities, the
Warrants, the Stock Purchase Units and the Guarantees will be duly authorized
and legally issued and will constitute valid and binding obligations of the
Company enforceable in accordance with their respective terms subject to (x)
bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and
other similar laws now or hereafter in effect relating to or affecting
creditors' rights generally, (y) general principles of equity (regardless of
whether considered in a proceeding or law or in equity) and (z) the
qualification that the remedy of specific performance and injunctive or other
forms of equitable relief may be subject to equitable defenses and to the
discretion of the court before which any proceeding may be brought.

         I hereby consent that the foregoing opinion may be filed as an exhibit
to the above referenced Registration Statement. I further consent to the use of
my name in the Registration Statement and the Prospectus related thereto.

         By his signature below, Timothy M. Hayes hereby consents to the use of
his name in the Registration Statement and the Prospectus related thereto.

                                  Very truly yours,


                                  /s/ FREDERIC C. LISKOW
                                  Frederic C. Liskow
                                  Vice President and Assistant General Counsel


Consent


/s/ TIMOTHY M. HAYES
--------------------------------------------
Timothy M. Hayes
Vice President and Assistant General Counsel