Exhibit 5.1


                                   May 3, 2002


John Deere Receivables, Inc.
First Interstate Bank Building
1 East First Street
Reno, Nevada  89501

John Deere Capital Corporation
First Interstate Bank Building
1 East First Street
Reno, Nevada  89501

Deere Receivables Corporation
First Interstate Bank Building
1 East First Street
Reno, Nevada  89501


                       Registration Statement on Form S-3

Ladies and Gentlemen:

         We are acting as counsel to John Deere Receivables, Inc., a Nevada
corporation (the "Seller"), John Deere Capital Corporation, a Delaware
corporation (the "Servicer"), and Deere Receivables Corporation, a Nevada
corporation (the "DRC"), in connection with the Registration Statement on Form
S-3 (such registration statement and any amendments thereto, the "Registration
Statement") being filed by DRC and the Seller with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended,
relating to the offering from time to time, as set forth in the prospectus
contained in the Registration Statement (the "Prospectus") and as to be set
forth in one or more supplements to the Prospectus (each a "Prospectus
Supplement"), of one or more classes of Asset Backed Notes (the "Notes") and
Asset Backed Certificates (the "Certificates") with an aggregate issue price set
forth in the Registration Statement.

         As described in the Registration Statement, the Notes and the
Certificates will be issued from time to time in series, with each series to be
issued either by a Delaware business trust (each, a "Trust") to be formed
pursuant to a Trust Agreement (each, a "Trust Agreement") between the Seller and
an Owner Trustee or by DRC. With respect to each series issued by a Trust, the
Certificates will be issued pursuant to a Trust Agreement, and the Notes will be
issued pursuant to an Indenture (each a "Trust Indenture") between the related
Trust and an Indenture Trustee and, with respect to each series issued by DRC,
the Notes will be issued pursuant to an Indenture (each a "DRC Indenture"; and,
together with the Trust Indentures, the "Indentures") between DRC and an
Indenture Trustee. The Notes and the Certificates will be sold from time to time
pursuant to certain underwriting agreements (the "Underwriting Agreements")
between the



Seller, DRC (in the case of series of Notes issued by DRC) and the various
underwriters named therein.

         We have examined and relied upon the Registration Statement and, in
each case as filed with, or incorporated by reference in, the Registration
Statement, the form of Sale and Servicing Agreement among a Trust or DRC (as the
case may be), the Seller and the Servicer, the form of Trust Indenture
(including forms of Notes included as exhibits thereto), the form of DRC
Indenture (including forms of Notes included as exhibits thereto), the form of
Trust Agreement (including the form of Certificate of Trust to be filed pursuant
to the Delaware Business Trust Act and the form of Certificate filed as exhibit
thereto) and the forms of Underwriting Agreements for the Notes and the
Certificates (collectively, the "Operative Documents"). Terms used herein
without definition have the meanings given to such terms in the Registration
Statement.

         We are familiar with the corporate proceedings of the Seller and DRC to
date and have examined such corporate records of the Seller and DRC and such
other documents and certificates as we have deemed necessary as a basis for the
opinions hereinafter expressed.

         Based on the foregoing, and having regard for such legal considerations
as we have deemed relevant, we are of the opinion that, with respect to the
Notes of any series, when (i) the final terms of such Notes have been duly
established and approved by or pursuant to authorization of the Board of
Directors of the Seller or DRC, as the case may be, (ii) the Operative Documents
relating to such series have each been duly completed, executed and delivered by
the parties thereto substantially in the form filed as an exhibit to the
Registration Statement reflecting the terms established as described above,
(iii) in the case of a series of Notes to be issued by a Trust, the Certificates
of Trust for such Trust has been duly executed by the Owner Trustee and filed
with the Secretary of State of the State of Delaware, and (iv) such Notes have
been duly authorized, executed and issued by the related Trust or DRC, as the
case may be, and authenticated by the relevant Indenture Trustee, and delivered
to and paid for by the purchasers thereof, all in accordance with the terms and
conditions of the related Operative Documents and in the manner described in the
Registration Statement, such Notes will constitute the valid and legally binding
obligations of the Trust or DRC, as the case may be, entitled to the benefits of
the related Indenture.

         The opinion set forth above is subject, as to enforcement, to (i)
bankruptcy, insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium or other similar laws relating
to or affecting the enforcement of creditors' rights generally, and (ii) general
equitable principles (regardless of whether enforcement is considered in a
proceeding in equity of at law).

         We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name under the headings "Legal
Opinions" in the Prospectus and the related Prospectus Supplement.

                                              Very truly yours,


                                              Shearman & Sterling

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