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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dearborn, State of Michigan, on May 13, 2004.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

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EXHIBIT INDEX

5

Exhibit 5.1

[Letterhead of Stacy L. Fox]

May 13, 2004

Visteon Corporation
17000 Rotunda Drive
Dearborn, MI 48120

Ladies and Gentlemen:

     I am Senior Vice President, General Counsel and Secretary of Visteon Corporation, a Delaware corporation (the “Company”), and am delivering this opinion in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) registering under the Securities Act of 1933, as amended (the “Act”), 1,800,000 shares of Common Stock, par value $1 per share, of the Company (the “Common Stock”) that may be delivered pursuant to the Visteon Corporation 2004 Incentive Plan, as amended and restated (the “Plan”).

     As Senior Vice President, General Counsel and Secretary of the Company, I am familiar with the Amended and Restated Certificate of Incorporation and the Amended and Restated By-laws of the Company and with its affairs, including the actions taken by the Company in connection with the Plan. I have examined such documents, records and matters of law as I have deemed necessary as a basis for the opinion hereinafter expressed. On the basis of the foregoing, and having regard for legal considerations that I deem relevant, I am of the opinion that when the Registration Statement becomes effective under the Act, any newly issued Common Stock delivered pursuant to the Plan will, when so delivered, be legally issued, fully paid and non-assessable.

     I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not admit that I am an “expert” within the meaning of Section 11 of the Act or within the category of persons whose consent is required under Section 7 of the Act.

Exhibit 15.1

May 13, 2004

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Commissioners:

We are aware that our report dated April 20, 2004 on our review of the interim financial information of Visteon Corporation (the “Company”) for the three-month periods ended March 31, 2004 and 2003, and included in the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2004, is incorporated by reference in this Registration Statement on Form S-8 of the Company, and the prospectus related thereto, relating to securities to be offered under the Visteon Corporation 2004 Incentive Plan.

Pursuant to Rule 436(c) under the Securities Act of 1933, such report should not be considered a part of such Registration Statement or prospectus prepared or certified by us within the meaning of Sections 7 or 11 of that Act.

Very truly yours,

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Visteon Corporation, and the prospectus related hereto, of our report dated January 22, 2004 relating to the financial statements and financial statement schedule of Visteon Corporation, which report appears in the Annual Report on Form 10-K of Visteon Corporation for the year ended December 31, 2003.

PricewaterhouseCoopers LLP

Detroit, Michigan
May 13, 2004

Exhibit 24.1

POWER OF ATTORNEY WITH RESPECT
TO REGISTRATION STATEMENT ON FORM S-8

     Each of the undersigned, a director or officer of VISTEON CORPORATION, appoints each of S. L. Fox, H. Diebol-Hoorn and P. M. Ziparo as his or her true and lawful attorney and agent to do any and all acts and things and execute any and all instruments which the attorney and agent may deem necessary or advisable in order to enable VISTEON CORPORATION to comply with the Securities Act of 1933, and any rules, regulations or requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-8 of VISTEON CORPORATION relating to securities to be offered or sold pursuant to the VISTEON CORPORATION 2004 Incentive Plan, and any and all amendments (including post-effective amendments) thereto, including, but not limited to, the power and authority to sign his or her name (whether on behalf of VISTEON CORPORATION, or as a director or officer of VISTEON CORPORATION, or by attesting the seal of VISTEON CORPORATION, or otherwise) to such instruments and to such Registration Statement and any amendments (including post-effective amendments) thereto, and to file them with the Securities and Exchange Commission. The undersigned ratifies and confirms all that any of the attorneys and agents shall do or cause to be done by virtue hereof. Any one of the attorneys and agents shall have, and may exercise, all the powers conferred by this instrument.

     Each of the undersigned has signed his or her name as of the 12th day of May 2004.