Attached files
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8-K - CURRENT REPORT - John Deere Owner Trust 2010 | ss89748_8k.htm |
EX-5.1 - LEGALITY OPINION OF SHEARMAN & STERLING LLP - John Deere Owner Trust 2010 | ss89748_ex0501.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 |
April 22,
2010
(212)
848-4213
John
Deere Receivables, Inc.
1 East
First Street
Reno, NV
89501
John
Deere Capital Corporation
Suite
600
1 East
First Street
Reno, NV
89501
We are
acting as special United States federal tax counsel for John Deere Owner Trust
2010, a Delaware statutory trust (the “Issuer”), and John Deere Receivables,
Inc. (“JDRI”) in connection with the preparation of a prospectus supplement (the
“Prospectus Supplement”), dated
April 14, 2010, and a prospectus
(the “Prospectus”), dated August 15, 2008, relating to the offering of
$224,000,000 aggregate principal amount of Class A-1 0.34384% Asset Backed
Notes, $147,000,000 aggregate principal amount of Class A-2 0.72% Asset Backed
Notes, $267,000,000 aggregate principal amount of Class A-3 1.32% Asset Backed
Notes, and $70,189,000 aggregate principal amount of Class A-4 2.13% Asset
Backed Notes of the Issuer (collectively, the “Notes”). The Issuer
will also issue an Asset Backed Certificate (the “Certificate”) to
JDRI. The Issuer will be formed pursuant to the John Deere Owner
Trust 2010 Trust Agreement, dated as of April 21, 2010, between JDRI and BNY
Mellon Trust of Delaware, as Owner Trustee (the “Trust Agreement”).
The
assets of the Issuer will include certain agricultural and construction
equipment retail installment sale and loan contracts (the “Receivables”) which
will be sold to JDRI by John Deere Capital Corporation (“JDCC”) pursuant to a
purchase agreement (the “Purchase Agreement”) between JDCC and JDRI, and will be
sold to the Issuer by JDRI pursuant to a sale and servicing agreement (the “Sale
and Servicing Agreement”) among the Issuer, JDRI, as Seller, and JDCC, as
Servicer. The Notes will be issued pursuant to an indenture (the
“Indenture”), dated as of April 22, 2010, between the Issuer and U.S. Bank
National Association (the “Trustee”), and the Certificate will be issued
pursuant to the Trust Agreement. Pursuant to an
administration
April
22, 2010
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agreement
(the “Administration Agreement”) among the Issuer, JDCC and the Trustee, JDCC
will act as administrator for the Trust.
We have
examined originals or copies, certified or otherwise identified to our
satisfaction, of such documents, corporate records and other instruments as we
have deemed necessary or appropriate for the purposes of this opinion, including
(a) the Prospectus and the Prospectus Supplement, (b) the forms of the following
documents (collectively, the “Basic Documents”): (i) the Indenture, (ii)
the Sale and Servicing Agreement, (iii) the Purchase Agreement, (iv) the Trust
Agreement and (v) the Administration Agreement, (c) a specimen of the Notes
attached as exhibits to the Indenture, and (d) a specimen of the Certificate
attached as an exhibit to the Trust Agreement. In rendering this
letter and delivering our opinion expressed below, we have assumed that the
Basic Documents will be executed and delivered in substantially the form we have
examined and that the transactions contemplated to occur under the Basic
Documents and described in the Prospectus and the Prospectus Supplement in fact
occur in accordance with the terms and descriptions thereof (including, without
limitation, the rating of the Notes as of the date hereof). We have
also relied on the representations, warranties and covenants made in the Basic
Documents by the parties thereto and have assumed that such representations and
warranties are true and correct, and that such covenants will be complied with
in all material respects. In addition, we have relied upon financial
data and projections as to cash flows under the Receivables, the Notes and the
Certificate in various circumstances that were furnished to us by you and J.P.
Morgan Securities Inc., which data and projections we have not independently
verified.
On the
basis of the foregoing and upon consideration of applicable law, we hereby
confirm that in our opinion (i) the discussion as to United States federal
income tax matters set forth in the Prospectus Supplement under the caption
“FEDERAL INCOME TAX CONSIDERATIONS” accurately describes, subject to the
limitations stated therein, the material United States federal income tax
considerations relevant to the purchase, ownership and disposition of the Notes,
and (ii) as set forth in that discussion, the Notes will be treated as debt for
United States federal income tax purposes and the Issuer will not be treated as
a separate entity that is an association taxable as a corporation or a publicly
traded partnership taxable as a corporation.
No
opinion is expressed as to any other matter. Further, we caution that
our opinion is not binding on the Internal Revenue Service or the courts and is
based upon the Internal Revenue Code of 1986, as amended, Treasury Regulations
(including proposed Regulations and temporary Regulations) promulgated
thereunder, rulings, official pronouncements and judicial decisions, all as in
effect on the date hereof and all of which are subject to change, possibly with
retroactive effect, or to different interpretations.
We hereby
consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to Form 8K and to the reference to us under the
headings “LEGAL OPINIONS” in the Prospectus and the Prospectus Supplement and
under the headings “SUMMARY OF TERMS – TAX STATUS” and “FEDERAL INCOME TAX
CONSIDERATIONS” in the Prospectus
Page
3
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April
22, 2010
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Supplement. In
giving this consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations promulgated
thereunder.
Very
truly yours,
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/s/
Shearman & Sterling LLP
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LMB/DJ