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 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 Timothy B. Gulbranson Alexander C. Barnett Eric M. Hartmann Maegan M. Gorham |
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
March 10, 2021 | Grace E. Mangieri David C. Waterman* Austin R. Lenz* Jenny L. Juehring* Thomas J. Bush*
Registered Patent Attorney Kathryn E. Cox*
Of Counsel Thomas N. Kamp* C. Dana Waterman III* James A. Mezvinsky* David A. Dettmann* Terry M. Giebelstein Diane M. Reinsch Jeffrey B. Lang Courtney M. Kay-Decker Kyle R. Day
Admitted in Iowa and Illinois
*Only Admitted in Iowa
Illinois Office 3551 7th Street, Suite 110 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 Code MK-IL-SL7R | |
| Wilmington, DE 19801 | Chicago, IL 60603 | |
| Attention: Corporate Trust Administration | ||
| CITIGROUP GLOBAL MARKETS INC. | HSBC SECURITIES (USA) INC. | |
| 388 Greenwich Street | 452 Fifth Avenue | |
| New York, NY 10013 | New York, NY 10018 | |
| RBC CAPITAL MARKETS, LLC | TD SECURITIES (USA) LLC | |
| 200 Vesey Street | 1 Vanderbilt Avenue, 12th Floor | |
| New York, NY 10281 | New York, NY 10017 | |
| BARCLAYS CAPITAL INC. | MUFG SECURITIES AMERICAS INC. | |
| 745 Seventh Avenue | 1221 Avenue of the Americas | |
| New York, NY 10019 | New York, NY 10020 | |
| RE: | REGISTRATION STATEMENT ON FORM SF-3 |
REGISTER JOHN DEERE OWNER TRUST 2021
(the “Registration Statement”)
JOHN DEERE CAPITAL CORPORATION
JOHN DEERE RECEIVABLES LLC
WELLS FARGO DELAWARE TRUST COMPANY, N.A.
U.S. BANK NATIONAL ASSOCIATION
CITIGROUP GLOBAL MARKETS INC.
HSBC SECURITIES (USA) INC.
RBC CAPITAL MARKETS, LLC
TD SECURITIES (USA) LLC
BARCLAYS CAPITAL INC.
MUFG SECURITIES AMERICAS INC.
March 10, 2021
Page 2
Ladies and Gentlemen:
We have acted as special Iowa tax counsel for John Deere Owner Trust 2021 (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 March 10, 2021, 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 March 9, 2021, 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 March 2, 2021 among JDRL, John Deere Capital Corporation, Citigroup Global Markets Inc., HSBC Securities (USA) Inc., RBC Capital Markets, 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 the following: (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
WELLS FARGO DELAWARE TRUST COMPANY, N.A.
U.S. BANK NATIONAL ASSOCIATION
CITIGROUP GLOBAL MARKETS INC.
HSBC SECURITIES (USA) INC.
RBC CAPITAL MARKETS, LLC
TD SECURITIES (USA) LLC
BARCLAYS CAPITAL INC.
MUFG SECURITIES AMERICAS INC.
March 10, 2021
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, |
| /s/ Lane & Waterman LLP |
| LANE & WATERMAN LLP |