EXHIBIT 5.2
[Letterhead of Richards, Layton & Finger]
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
RE: John Deere Receivables, Inc.
Registration Statement on form S-3
Ladies and Gentlemen:
We have acted as special Delaware counsel to John Deere
Receivables, Inc., a Nevada corporation (the "Company" or the "Seller"), in
connection with the Registration Statement (such registration statement together
with the exhibits and any amendments thereto, the "Registration Statement"),
being filed by the Company with the Securities and Exchange Commission in
connection with the registration by the Company of Asset Backed Notes (the
"Notes") and Asset Backed Certificates (the "Certificates") with an aggregate
principal amount 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 by a Delaware business trust (each, a "Trust") to be formed by the Seller
pursuant to a Trust Agreement (each, a "Trust Agreement") between the Seller and
an Owner Trustee. With respect to each series, the Certificates will be issued
pursuant to a Trust Agreement, the Notes will be issued pursuant to an Indenture
(each, an "Indenture") between the related Trust and an Indenture Trustee and
the Notes and Certificates will be sold from time to time pursuant to certain
underwriting agreements (the "Underwriting Agreements") between the Seller and
the various underwriters named therein. At your request, this opinion is being
furnished to you.
John Deere Receivables, Inc.
John Deere Capital Corporation
May 3, 2002
Page 2
For purposes of giving the opinions hereinafter set forth, we
have examined and relied upon the Registration Statement and, in each case as
filed with the Registration Statement, the form of Sale and Servicing Agreement
among a Trust, the Seller and the Servicer, the form of 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 an exhibit thereto) and
the forms of Underwriting Agreements for the Notes and the Certificates (the
"Operative Documents"). Terms used herein without definition have the meanings
given to such terms in the Registration Statement.
For purposes of this opinion, we have not reviewed any
documents other than the documents listed above, and we assume that there exists
no provision in any document not listed above that bears upon or is inconsistent
with the opinions stated herein. We have conducted no independent factual
investigation of our own but rather have relied solely upon the foregoing
documents, the statements and information set forth therein and the additional
matters recited or assumed herein, all of which we assume to be true, complete
and accurate in all material respects.
Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that, with
respect to the Certificates of any series, when (i) the final terms of such
Certificates have been duly established and approved by or pursuant to
authorization of the Board of Directors of the Seller, (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) the Certificate of Trust for the related Trust has been duly
executed by the Owner Trustee and filed with the Secretary of State of the State
of Delaware, and (iv) such Certificates have been duly authorized, executed and
issued by the related Trust and authenticated by the Owner 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 Certificates will be valid, fully
paid and nonassessable beneficial interests in the Trust (subject to the
obligation of the Depositor under Section 2.07(a) of the Trust Agreement.
The foregoing opinion is subject to the following exceptions,
qualifications, limitations and assumptions:
A. This opinion is limited to the laws of the State of
Delaware (excluding the securities laws of the State of Delaware), and we have
not considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.
John Deere Receivables, Inc.
John Deere Capital Corporation
May 3, 2002
Page 3
B. We have not participated in the preparation for the
Registration Statement or any offering materials with respect to the
Certificates and assume no responsibility for their contents.
We hereby consent to the use of this opinion exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Opinions" in the Prospectus filed as part of the Registration Statement. In
giving the foregoing consent, we do not thereby admit that we come within the
category of Persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
Richards, Layton & Finger, P.A.