Attached files
| file | filename |
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| 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-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 |
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Exhibit
8.2
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Joe
R. Lane (1858-1931)
Charles
M. Waterman (1847-1924)
C.
Dana Waterman III
Charles
E. Miller*
James
A. Mezvinsky
David
A. Dettmann*
Terry
M. Giebelstein*
Rand
S. Wonio
Curtis
E. Beason
Robert
V. P. Waterman, Jr.*
Peter
J. Benson*
Michael
L. Noyes
R.
Scott Van Vooren*
Thomas
D. Waterman*
John
D. Telleen*
Richard
A. Davidson*
Michael
P. Byrne*
Edmund
H. Carroll*
Jeffrey
W. Paul*
Theodore
F. Olt III*
Cameron
A. Davidson*
Judith
L. Herrmann*
Robert
B. McMonagle*
Christopher
J. Curran*
Joseph
C. Judge*
Jason
J. O’Rourke*
Troy
D. Venner*
Courtney
M. Kay-Decker*
Troy
A. Howell*
|
 220
North Main Street, Suite 600
Davenport,
Iowa 52801-1987
Telephone
(563) 324-3246
Fax
(563) 324-1616
Writer’s
Direct Dial: (563) 333-6624
E-Mail
Address: rdavidson@l-wlaw.com
April
22, 2010
|
Diane
M. Reinsch*
Catherine
E. E. Hult*
Mikkie
R. Schiltz*
Diane
E. Puthoff*
Stacey
L. Hall*
Wendy
S. Meyer*
Ian
J. Russell*
Benjamin
J. Patterson*
Douglas
R. Lindstrom, Jr.*
Eric
J. Long*
Rian
D. Waterman
Joshua
T. Mandelbaum
Khara
Coleman Washington*
Registered
Patent Attorneys
Kathryn
E. Cox
April
A. Marshall*
Of
Counsel
Robert
A. Van Vooren*
Thomas
N. Kamp
William
C. Davidson*
*Also
Admitted in Illinois
224
18th
Street, Suite 500
Rock
Island, Illinois 61201-8739
Telephone
(309) 786-1600
Fax
(309) 786-1794
|
JOHN
DEERE CAPITAL CORPORATION
One E.
First Street, Suite 600
Reno, NV
89501
JOHN
DEERE RECEIVABLES, INC.
One E.
First Street, Suite 600
Reno, NV
89501
BNY
MELLON TRUST OF DELAWARE
100 White
Clay Center, Route 273
Newark,
DE 19711
U.S. BANK
NATIONAL ASSOCIATION
209 South
LaSalle St., Ste. 300
Chicago,
IL 60604
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RE:
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REGISTRATION
STATEMENT ON FORM S-3
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REGISTER
JOHN DEERE OWNER TRUST 2010
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(the
“Registration Statement”)
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Ladies
and Gentlemen:
We have acted as special Iowa tax
counsel for John Deere Owner Trust 2010 (the “Trust”) and John Deere
Receivables, Inc., a Nevada corporation (“JDRI”), in connection with the
Registration Statement on Form S-3, as amended (the “Registration Statement”),
filed by JDRI on behalf of the Trust with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, with respect to the issuance by
the Trust of Asset Backed Notes (the “Notes”) and Asset Backed Certificates (the
“Certificates”). The Notes are to be issued pursuant to an Indenture
dated as of April 22, 2010, between the Trust and U.S. Bank National
Association, a national banking association (“Indenture Trustee”), substantially
in the form of Exhibits “D”, “E”, “F” and “G” thereto. The Certificates are to
be issued substantially in the
JOHN
DEERE CAPITAL CORPORATION
JOHN
DEERE RECEIVABLES, INC.
BNY
MELLON TRUST OF DELAWARE
U.S. BANK
NATIONAL ASSOCIATION
April 22,
2010
Page
2
form of
Exhibit “A” to the Trust Agreement dated April 22, 2010, between BNY Mellon
Trust of Delaware, a Delaware banking corporation, as Owner Trustee, and JDRI,
as Depositor.
In connection with this opinion, we
have examined originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement; (ii) the Prospectus included in
the Registration Statement; (iii) the Preliminary Prospectus Supplement and the
Prospectus Supplement included in the Registration Statement; (iv) the
Indenture; (v) the Trust Agreement; (vi) the Sale and Servicing Agreement; (vii)
the Administration Agreement; and (viii) the Purchase Agreement (collectively
the “Documents”). As to any facts material to the opinion expressed
herein, we have relied solely upon the factual matters contained in the
representations and statements made in the Documents and we have not
independently established or verified their accuracy. We have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such copies. We have
also assumed the due execution and delivery pursuant to due authorization by
each of the entities party to the Documents.
We are members of the Bar of the State
of Iowa, and we express no opinion as to the laws of any jurisdiction other than
the laws of the United States of America and the State of Iowa.
We hereby confirm that the statements
set forth in the Preliminary Prospectus Supplement and the Prospectus Supplement
forming a part of the Registration Statement under the caption “CERTAIN IOWA TAX
CONSIDERATIONS” accurately describe the material Iowa income tax consequences to
holders of the Notes and the Certificates.
We know that we are referred to under
the headings “CERTAIN IOWA TAX CONSIDERATIONS” and “LEGAL OPINIONS” in the
Preliminary Prospectus Supplement and the Prospectus Supplement and the heading
“LEGAL OPINIONS” in the Prospectus and we hereby consent to the use of our name
therein.
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Very
truly yours,
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LANE
& WATERMAN LLP
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/s/
Lane & Waterman LLP
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