Exhibit 8.2
220 North Main Street, Suite 600
Davenport, Iowa 52801-1953
Telephone (563) 324-3246
Fax (563) 324-1616
Writer's Direct Dial: (563) 333-6630
E-Mail Address: bmarshall@l-wlaw.com
www.L-WLaw.com
June 18, 2024
Joe R. Lane (1858-1931)
Charles M. Waterman (1847-1924)
Richard A. Davidson
Michael P. Byrne
Theodore F. Olt III
Judith L. Herrmann
Joseph C. Judge
Jason J. O'Rourke
Mikkie R. Schiltz
Diane E. Puthoff
Wendy S. Meyer
Ian J. Russell
Benjamin J. Patterson
Douglas R. Lindstrom, Jr.
Abbey C. Furlong
Samuel J. Skorepa
Kurt P. Spurgeon
Joshua J. McIntyre
Brett R. Marshall
Timothy B. Gulbranson
Alexander C. Barnett
Eric M. Hartmann
Maegan M. Gorham^
Grace E. Mangieri
David C. Waterman
Jenny L. Juehring
Jessica Y. Kirkpatrick**
Victoria L. Biggerstaff
Jonathan L. McGehee
Registered Patent Attorney
Kathryn E. Cox±*
Of Counsel
Thomas N. Kamp*
C. Dana Waterman III*
James A. Mezvinsky*
David A. Dettmann*
Terry M. Giebelstein
Robert V. P. Waterman, Jr.
R. Scott Van Vooren
Edmund H. Carroll
Diane M. Reinsch*
Jeffrey B. Lang
Admitted in Iowa and Illinois
* Only Admitted in Iowa
** Admitted in California
± Admitted in Florida
^ Admitted in Missouri
Illinois Office
3551 7th Street, Suite 110
Moline, IL 61265
JOHN DEERE CAPITAL CORPORATIONJOHN DEERE RECEIVABLES LLC
P.O. Box 5328 P.O. Box 5328
Madison, WI 53705-0328Madison, WI 53705-0328
Attention: ManagerAttention: Manager
COMPUTERSHARE DELAWARE U.S. BANK TRUST COMPANY,
TRUST COMPANY NATIONAL ASSOCIATION
919 North Market Street, Suite 1600190 South LaSalle Street, 7th Floor
Wilmington, DE 19801Mail Code MK-IL-SL7R
Chicago, IL 60603
RBC CAPITAL MARKETS, LLC BOFA SECURITIES, INC.
200 Vesey StreetOne Bryant Park, 11th Floor
New York, NY 10281New York, NY 10036
GOLDMAN SACHS & CO. LLCTD SECURITIES (USA) LLC
200 West StreetOne Vanderbilt Avenue, 11th Floor
New York, NY 10282New York, NY 10017
CITIGROUP GLOBAL MARKETS INC.MUFG SECURITIES AMERICAS INC.
388 Greenwich Street1221 Avenue of the Americas, 6th Floor
New York, NY 10013New York, NY 10020
RE:REGISTRATION STATEMENT ON FORM SF-3
REGISTER JOHN DEERE OWNER TRUST 2024-B
(the “Registration Statement”)
Ladies and Gentlemen:
JOHN DEERE CAPITAL CORPORATION
JOHN DEERE RECEIVABLES LLC
COMPUTERSHARE DELAWARE TRUST COMPANY
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
RBC CAPITAL MARKETS, LLC
BOFA SECURITIES, INC.
GOLDMAN SACHS & CO. LLC
TD SECURITIES (USA) LLC
CITIGROUP GLOBAL MARKETS INC.
MUFG SECURITIES AMERICAS INC.
June 18, 2024
Page 2
We have acted as special Iowa tax counsel for John Deere Owner Trust 2024-B (the “Trust”) and John Deere Receivables LLC, a Nevada limited liability company (“JDRL”), in connection with the Registration Statement on Form SF-3, as amended (the “Registration Statement”), filed by JDRL 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 June 18, 2024, between the Trust and U.S. Bank Trust Company, National Association, a national banking association, as indenture trustee, substantially in the form of Exhibits “D”, “E”, “F” and “G” thereto. The Certificates are to be issued substantially in the form of Exhibit “A” to the Trust Agreement dated June 17, 2024, between Computershare Delaware Trust Company, as Owner Trustee, and JDRL, as Depositor. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Underwriting Agreement dated June 11, 2024 among JDRL, John Deere Capital Corporation, RBC Capital Markets, LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC and TD Securities (USA) LLC, on their own behalf and as representatives of the underwriters named therein.
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 included in the Registration Statement; (iv) the Indenture; (v) the Trust Agreement; (vi) the Sale and Servicing Agreement; (vii) the Administration Agreement; (viii) the Asset Representations Review Agreement; and (ix) 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.
JOHN DEERE CAPITAL CORPORATION
JOHN DEERE RECEIVABLES LLC
COMPUTERSHARE DELAWARE TRUST COMPANY
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
RBC CAPITAL MARKETS, LLC
BOFA SECURITIES, INC.
GOLDMAN SACHS & CO. LLC
TD SECURITIES (USA) LLC
CITIGROUP GLOBAL MARKETS INC.
MUFG SECURITIES AMERICAS INC.
June 18, 2024
Page 3
We hereby confirm that the statements set forth in the Preliminary Prospectus and the Prospectus 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 offered 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 and the Prospectus and we hereby consent to the use of our name therein.
Very truly yours,
LANE & WATERMAN LLP