Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - John Deere Owner Trust 2010 | ss89748_8k.htm |
| EX-8.1 - TAX OPINION OF SHEARMAN & STERLING LLP - John Deere Owner Trust 2010 | ss89748_ex0801.htm |
| EX-23.2 - CONSENT OF LANE & WATERMAN LLP - John Deere Owner Trust 2010 | ss89748_ex2302.htm |
| EX-8.2 - TAX OPINION OF LANE & WATERMAN LLP - John Deere Owner Trust 2010 | ss89748_ex0802.htm |
Exhibit
5.1
April 22,
2010
John Deere Receivables, Inc.
First
Interstate Bank Building
1 East
First Street
Reno,
Nevada 89501
John
Deere Capital Corporation
First
Interstate Bank Building
1 East
First Street
Reno,
Nevada 89501
John
Deere Owner Trust 2010
c/o BNY
Mellon Trust of Delaware
100 White
Clay Center, Suite 102
Newark,
DE 19711
John
Deere Owner Trust 2010
Class A-1
0.34384% Asset Backed Notes
Class A-2
0.72% Asset Backed Notes
Class A-3
1.32% Asset Backed Notes
Class A-4
2.13% Asset Backed Notes
Asset Backed
Certificates
Ladies
and Gentlemen:
We have
acted as special counsel for John Deere Receivables, Inc., a Nevada corporation
(“JDRI”), John
Deere Owner Trust 2010, a Delaware statutory trust (the “Trust” and, together
with JDRI being referred to herein collectively as the “Relevant Parties”),
and John Deere Capital Corporation, a Delaware corporation (“JDCC”), in connection
with (x) the issuance and sale of (i) $224,000,000 aggregate principal
amount of the Trust’s Class A-1 0.34384% Asset Backed Notes (the “Class A-1 Notes”),
(ii) $147,000,000 aggregate principal amount of the Trust’s Class A-2 0.72%
Asset Backed Notes (the “Class A-2 Notes”),
(iii) $267,000,000 aggregate principal amount of the Trust’s Class A-3 1.32%
Asset Backed Notes (the “Class A-3 Notes”) and
(iv) $70,189,000 aggregate principal amount of the Trust’s Class A-4 2.13% Asset
Backed Notes (the “Class A-4 Notes” and,
together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes,
the “Notes”)
pursuant to the Underwriting Agreement dated April 14, 2010 (the “Underwriting
Agreement”) among JDRI, JDCC, J.P. Morgan Securities Inc., Banc of
America Securities LLC, BBVA Securities Inc., Citigroup Global
Markets
Inc., Santander Investment Securities Inc. and TD Securities (USA) LLC
(collectively, the “Underwriters”) and
(y) the issuance of $39,240,380 aggregate principal amount of the Trust’s Asset
Backed Certificates (the “Certificates” and,
together with the Notes, the “Securities”). The
Notes are to be issued under an Indenture dated as of April 22, 2010 (the “Indenture”) between
the Trust and U.S. Bank National Association (the “Indenture Trustee”)
and the Certificates are to be issued under a Trust Agreement dated as of April
21, 2010 (the “Trust
Agreement”) between JDRI and BNY Mellon Trust of Delaware (the “Owner
Trustee”). This opinion is furnished to you pursuant to Section
6(b)(1) of the Underwriting Agreement. Unless otherwise provided
herein, terms defined in the Underwriting Agreement are used herein as therein
defined; and terms defined in Articles 1, 8 and 9 of the Uniform Commercial Code
as currently in effect in the State of New York (the “New York UCC”) are
used herein as therein defined.
In that
connection, we have reviewed originals or copies of the following
documents:
|
|
(a)
|
The
Underwriting Agreement;
|
|
|
(b)
|
The
Indenture;
|
|
|
(c)
|
Executed
copies of the Notes;
|
|
|
(d)
|
Executed
copies of the Certificates;
|
|
|
(e)
|
The
Trust Agreement;
|
|
|
(f)
|
The
Purchase Agreement;
|
|
|
(g)
|
The
Sale and Servicing Agreement; and
|
|
|
(h)
|
The
Administration Agreement.
|
The
documents described in the foregoing clauses (a) through (h) are collectively
referred to herein as the “Opinion
Documents”.
We have
also reviewed the following:
(i) (a)
A signed copy of a registration statement on Form S-3 (Registration Statement
No. 333-151821) filed by JDRI under the Securities Act of 1933, as amended (the
“1933 Act”),
with the Securities and Exchange Commission (the “Commission”) on June
20, 2008 and of amendment No. 1 thereto filed by JDRI with the Commission on
August 14, 2008 (Registration Statement No. 333-151821 and amendment No. 1
thereto, at the time Registration Statement No. 333-151821 became effective,
being hereafter collectively referred to as the “Registration
Statement”), (b) copies of the prospectus dated August 15, 2008 forming
part of the Registration Statement (the “Base Prospectus”) as
supplemented by the preliminary prospectus supplement dated April 12, 2010 (the
“Preliminary
Prospectus Supplement”) and the supplement dated April 13, 2010 to the
Preliminary Prospectus Supplement (together with the Preliminary Prospectus
2
Supplement
and the Base Prospectus, the “Preliminary
Prospectus”) and the Final Term Sheet dated April 14, 2010 relating to
the Notes, filed as an Issuer Free Writing Prospectus (collectively, the “General Disclosure
Package”); and (c) copies of the prospectus supplement dated April 14,
2010 relating to the Notes (together with the Base Prospectus, the “Prospectus”). The
Registration Statement became effective under the 1933 Act on August 15,
2008.
(ii) Originals
or copies of such other corporate records of the Relevant Parties and JDCC,
certificates of public officials and of officers of the Relevant Parties and
JDCC and agreements and other documents as we have deemed necessary as a basis
for the opinion expressed below.
In our
review of the Opinion Documents and other documents, we have
assumed:
(A) The
genuineness of all signatures.
(B) The
authenticity of the originals of the documents submitted to us.
(C) The
conformity to authentic originals of any documents submitted to us as
copies.
(D) As
to matters of fact, the truthfulness of the representations made in the
Underwriting Agreement and the other Opinion Documents and in certificates of
public officials and officers of the Relevant Parties and JDCC.
(E) That
each of the Opinion Documents is the legal, valid and binding obligation of each
party thereto, other than the Relevant Parties and JDCC, enforceable against
each such party in accordance with its terms.
(F) That:
(1) Each
of the Relevant Parties is an entity duly organized and validly existing under
the laws of the jurisdiction of its organization.
(2) Each
of the Relevant Parties has full power to execute, deliver and perform, and has
duly executed and delivered, the Opinion Documents to which it is a
party.
(3) The
execution, delivery and performance by each of the Relevant Parties of the
Opinion Documents to which it is a party have been duly authorized by all
necessary action (corporate or otherwise) and do not:
|
|
(a)
|
except
with respect to JDRI, contravene its respective certificate or articles of
incorporation, bylaws or other organizational
documents;
|
|
|
(b)
|
except
with respect to Generally Applicable Law, violate any law, rule or
regulation applicable to it; or
|
3
|
|
(c)
|
result
in any conflict with or breach of any agreement or document binding on it
of which any addressee hereof has knowledge, has received notice or has
reason to know.
|
(4) Except
with respect to Generally Applicable Law, no authorization, approval or other
action by, and no notice to or filing with, any governmental authority or
regulatory body or (to the extent the same is required under any agreement or
document binding on it of which an addressee hereof has knowledge, has received
notice or has reason to know) any other third party is required for the due
execution, delivery or performance by any Relevant Party of any Opinion Document
to which it is a party or, if any such authorization, approval, action, notice
or filing is required, it has been duly obtained, taken, given or made and is in
full force and effect.
(G) That
the Notes have been duly authenticated by the Indenture Trustee in the manner
described in its certificates required to be delivered to the Underwriters
today.
We have
not independently established the validity of the foregoing
assumptions.
“Generally Applicable
Law” means the federal law of the United States of America, and the law
of the State of New York (including the rules or regulations promulgated
thereunder or pursuant thereto), that a New York lawyer exercising customary
professional diligence would reasonably be expected to recognize as being
applicable to the Relevant Party, the Opinion Documents or the transactions
governed by the Opinion Documents. Without limiting the generality of
the foregoing definition of Generally Applicable Law, the term “Generally
Applicable Law” does not include any law, rule or regulation that is applicable
to the Relevant Parties, the Opinion Documents or such transactions solely
because such law, rule or regulation is part of a regulatory regime applicable
to any party to any of the Opinion Documents or any of its affiliates due to the
specific assets or business of such party or such affiliate.
Based
upon the foregoing and upon such other investigation as we have deemed necessary
and subject to the qualifications set forth below, we are of the opinion that
the Notes, when authenticated by the Indenture Trustee in accordance with the
Indenture and delivered to and paid for by the Underwriters pursuant to the
Underwriting Agreement, will be valid and binding obligations of the Trust,
entitled to the benefits of the Indenture and enforceable in accordance with
their terms.
Our
opinion expressed above is subject to the following qualifications:
(a) Our
opinion subject to the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ rights generally
(including without limitation all laws relating to fraudulent
transfers).
(b) Our
opinion is also subject to the effect of general principles of equity, including
without limitation concepts of materiality, reasonableness, good faith and fair
dealing (regardless of whether considered in a proceeding in equity or at
law).
(c) Our
opinion is limited to Generally Applicable Law.
4
We hereby
consent to the filing of this opinion as an Exhibit to the Report on Form 8-K
dated the date hereof relating to the Trust and to the use of our name under the
heading “Legal Opinions” in the Preliminary Prospectus and the
Prospectus.
|
Very
truly yours,
|
|
|
/s/
Shearman & Sterling LLP
|
SKF; AAG;
SB
DLB;
RHR
5