Exhibit 8.2
Joe R. Lane (1858-1931) Charles M. Waterman (1847-1924) Robert V. P. Waterman, Jr. R. Scott Van Vooren Richard A. Davidson Michael P. Byrne Edmund H. Carroll Theodore F. Olt III Jeffrey B. Lang Judith L. Herrmann Robert B. McMonagle Joseph C. Judge Jason J. O’Rourke Troy A. Howell 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 Kyle R. Day |
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
July 24, 2019 | Timothy B. Gulbranson Alexander C. Barnett Eric M. Hartmann Maegan M. Gorham* Courtney M. Brokloff* Grace E. Mangieri**
Registered Patent Attorney Kathryn E. Cox*
Of Counsel Thomas N. Kamp* C. Dana Waterman III* James A. Mezvinsky* David A. Dettmann* Curtis E. Beason* Terry M. Giebelstein Diane M. Reinsch
Admitted in Iowa and Illinois
*Only Admitted in Iowa **Only Admitted in Illinois
Illinois Office 3551 7th Street, Moline, IL 61265 |
JOHN DEERE CAPITAL CORPORATION | JOHN DEERE RECEIVABLES LLC | |
10587 Double R. Blvd., Suite 100 | 10587 Double R. Blvd., Suite 100 | |
Reno, NV 89521 | Reno, NV 89521 | |
Attention: Manager | Attention: Manager | |
WELLS FARGO DELAWARE TRUST | U.S. BANK NATIONAL ASSOCIATION | |
COMPANY, N.A. | 190 South LaSalle Street, 7th Floor | |
919 North Market Street, Suite 1600 | Mail CodeMK-IL-SL7R | |
Wilmington, DE 19801 | Chicago, IL 60603 | |
Attention: Corporate Trust Administration | ||
RBC CAPITAL MARKETS, LLC | BARCLAYS CAPITAL INC. | |
200 Vesey Street | 745 Seventh Avenue | |
New York, NY 10281 | New York, NY 10019 | |
MUFG SECURITIES AMERICAS INC. | TD SECURITIES (USA) LLC | |
1221 Avenue of the Americas, 6th Floor | 31 West 52nd Street | |
New York, NY 10020 | New York, NY 10019 | |
CREDIT AGRICOLE SECURITIES (USA) INC. 1301 Avenue of the Americas, 6th Floor | ||
New York, NY 10019 | ||
| RE: | REGISTRATION STATEMENT ON FORMSF-3 |
REGISTER JOHN DEERE OWNER TRUST2019-B |
(the “Registration Statement”) |
Ladies and Gentlemen:
We have acted as special Iowa tax counsel for John Deere Owner Trust2019-B (the “Trust”) and John Deere Receivables LLC, a Nevada limited liability company (“JDRL”), in
JOHN DEERE CAPITAL CORPORATION
JOHN DEERE RECEIVABLES LLC
WELLS FARGO DELAWARE TRUST COMPANY, N.A.
U.S. BANK NATIONAL ASSOCIATION
RBC CAPITAL MARKETS, LLC
BARCLAYS CAPITAL INC.
MUFG SECURITIES AMERICAS INC.
TD SECURITIES (USA) LLC
CREDIT AGRICOLE SECURITIES (USA) INC.
July 24, 2019
Page 2
connection with the Registration Statement on FormSF-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 July 24, 2019, 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 form of Exhibit “A” to the Trust Agreement dated July 24, 2019, between Wells Fargo Delaware Trust Company, N.A., 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 July 16, 2019 among JDRL; John Deere Capital Corporation; RBC Capital Markets, LLC; Barclays Capital Inc.; MUFG Securities Americas Inc.; TD Securities (USA) LLC; and Credit Agricole Securities (USA) Inc., 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.
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
JOHN DEERE CAPITAL CORPORATION
JOHN DEERE RECEIVABLES LLC
WELLS FARGO DELAWARE TRUST COMPANY, N.A.
U.S. BANK NATIONAL ASSOCIATION
RBC CAPITAL MARKETS, LLC
BARCLAYS CAPITAL INC.
MUFG SECURITIES AMERICAS INC.
TD SECURITIES (USA) LLC
CREDIT AGRICOLE SECURITIES (USA) INC.
July 24, 2019
Page 3
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,
/s/ Lane & Waterman LLP
LANE & WATERMAN LLP