EXHIBIT 5.2



                [Letterhead of Morris, Nichols, Arsht & Tunnell]





                                December 13, 2001





Ford Motor Company Capital Trusts
(as defined below)
c/o Ford Motor Company
One American Road
Dearborn, MI  48126

                  Re:      Ford Motor Company Capital Trusts

Ladies and Gentlemen:

                  We have acted as special Delaware counsel to Ford Motor
Company Capital Trust II, a Delaware statutory business trust ("Ford Motor
Company Capital Trust II"), Ford Motor Company Capital Trust III, a Delaware
statutory business trust ("Ford Motor Company Capital Trust III"), Ford Motor
Company Capital Trust IV, a Delaware statutory business trust ("Ford Motor
Company Capital Trust IV" and, collectively with Ford Motor Company Capital
Trust II and Ford Motor Company Capital Trust III, the "Ford Motor Company
Capital Trusts" and each a "Ford Motor Company Capital Trust"), and Ford Motor
Company, a Delaware corporation ("Ford Motor Company"), in connection with
certain matters of Delaware law relating to the formation of the Ford Motor
Company Capital Trusts and the proposed issuance of trust preferred securities
thereof to beneficial owners pursuant to and as described in the Registration
Statement (and the prospectus forming a part thereof) on Form S-3 to be filed
with the Securities and Exchange Commission by Ford Motor Company and the Ford
Motor Company Capital Trusts on or about the date hereof (the "Registration
Statement").

                  In rendering this opinion, we have examined copies of the
following documents in the forms provided to us: the Certificate of Trust of
Ford Motor Company Capital Trust II as filed in the Office of the Secretary of
State of the State of Delaware (the "State Office") on November 30, 2001 (the
"Ford Motor Company Capital Trust II Certificate"); the Declaration of Trust of
Ford Motor Company Capital Trust II dated as of November 30, 2001 (the "Ford
Motor Company Capital Trust II Original Governing Instrument"); the Certificate
of Trust of Ford Motor Company Capital Trust III as filed in the State Office on
November 30, 2001 (the "Ford Motor Company Capital Trust III Certificate"); the
Declaration of Trust of Ford Motor Company Capital Trust III dated as of
November 30, 2001 (the "Ford Motor Company Capital Trust III Original Governing
Instrument"); the Certificate of Trust of Ford Motor Company Capital Trust IV as
filed in the State Office on November 30, 2001 (the "Ford Motor Company Capital
Trust IV Certificate" and, collectively with the Ford Motor Company Capital
Trust II Certificate and




Ford Motor Company Capital Trusts
December 13, 2001
Page 2


the Ford Motor Company Capital Trust III Certificate, the "Certificates"); the
Declaration of Trust of Ford Motor Company Capital Trust IV dated as of November
30, 2001 (the "Ford Motor Company Capital Trust IV Original Governing
Instrument" and, collectively with the Ford Motor Company Capital Trust II
Original Governing Instrument and the Ford Motor Company Capital Trust III
Original Governing Instrument, the "Original Governing Instruments"); the
Registration Statement; and a certification of good standing of each Ford Motor
Company Capital Trust obtained as of a recent date from the State Office. In
such examinations, we have assumed the genuineness of all signatures, the
conformity to original documents of all documents submitted to us as drafts or
copies or forms of documents to be executed and the legal capacity of natural
persons to complete the execution of documents. We have further assumed for
purposes of this opinion: (i) the due formation or organization, valid existence
and good standing of each entity that is a party to any of the documents
reviewed by us under the laws of the jurisdiction of its respective formation or
organization; (ii) the due authorization, execution and delivery by, or on
behalf of, each of the parties thereto of the above-referenced documents with
respect to each Ford Motor Company Capital Trust; (iii) that Ford Motor Company,
as sponsor, and each trustee of each Ford Motor Company Capital Trust will duly
authorize, execute and deliver an amended and restated declaration of trust of
such Ford Motor Company Capital Trust (each, a "Governing Instrument") that
incorporates the provisions relating to such Ford Motor Company Capital Trust of
the Registration Statement (including the prospectus forming a part thereof and
a prospectus supplement thereto that sets forth the specific terms of the trust
preferred securities of each Ford Motor Company Capital Trust (collectively, the
"Prospectus")), contains all provisions necessary to effectuate the issuance of
the trust preferred securities as contemplated by the Registration Statement and
Prospectus and complies in all respects with the provisions of the Delaware
Business Trust Act, 12 Del. C. ss.ss. 3801 et seq. (the "Delaware Act"), and all
other documents contemplated thereby or by the Registration Statement or
Prospectus to be executed in connection with the formation of each Ford Motor
Company Capital Trust and the issuance by each Ford Motor Company Capital Trust
of trust preferred securities, in each case prior to the first issuance of trust
preferred securities of such Ford Motor Company Capital Trust; (iv) that no
event has occurred subsequent to the filing of any Certificate, or will occur
prior to the issuance of all trust preferred securities by each Ford Motor
Company Capital Trust, that would cause a dissolution or liquidation of any Ford
Motor Company Capital Trust under the applicable Original Governing Instrument
or the applicable Governing Instrument; (v) that the activities of each Ford
Motor Company Capital Trust have been and will be conducted in accordance with
its Original Governing Instrument or Governing Instrument, as applicable, and
the Delaware Act; (vi) that prior to the first issuance of trust preferred
securities by each Ford Motor Company Capital Trust, payment of the required
consideration therefor will have been made in accordance with the terms and
conditions of the applicable Governing Instrument and as described in the
Prospectus, and that the trust preferred securities of each Ford Motor Company
Capital Trust are otherwise issued and sold in accordance with the terms,
conditions, requirements and procedures set forth in the Governing Instrument of
such Ford Motor Company Capital Trust and as described in the Prospectus; and
(vii) that the documents examined by us, or contemplated hereby, express the
entire understanding of the parties thereto with respect to the subject matter
thereof and have not been, and, prior to the issuance of all trust preferred
securities by each Ford





Ford Motor Company Capital Trusts
December 13, 2001
Page 3


Motor Company Capital Trust, will not be, amended, supplemented or otherwise
modified, except as herein referenced. No opinion is expressed with respect to
the requirements of, or compliance with, federal or state securities or blue sky
laws. We express no opinion as to, and assume no responsibility for, the
Registration Statement or any other offering materials relating to the trust
preferred securities offered by any Ford Motor Company Capital Trust. As to any
fact material to our opinion, other than those assumed, we have relied without
independent investigation on the above-referenced documents and on the accuracy,
as of the date hereof, of the matters therein contained.

                  Based on and subject to the foregoing, and limited in all
respects to matters of Delaware law, it is our opinion that:

                  1. Each of the Ford Motor Company Capital Trusts is a duly
formed and validly existing statutory business trust in good standing under the
laws of the State of Delaware.

                  2. The trust preferred securities of each Ford Motor Company
Capital Trust, upon issuance, will constitute validly issued, and subject to the
terms of the applicable Governing Instrument, fully paid and nonassessable
beneficial interests in the assets of such Ford Motor Company Capital Trust.

                  We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. In giving this consent, we do not thereby admit
that we come within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder. This opinion
speaks only as of the date hereof and is based on our understandings and
assumptions as to present facts, and on our review of the above-referenced
documents and the application of Delaware law as the same exist as of the date
hereof, and we undertake no obligation to update or supplement this opinion
after the date hereof for the benefit of any person or entity with respect to
any facts or circumstances that may hereafter come to our attention or any
changes in facts or law that may hereafter occur or take effect.

                                            Very truly yours,

                                            /s/ Morris, Nichols, Arsht & Tunnell
                                            ------------------------------------
                                            MORRIS, NICHOLS, ARSHT & TUNNELL



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