Exhibit 8.1

                                  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

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 (with such registration statement, together with the exhibits and any
amendments thereto, hereinafter referred to as the "Registration Statement")
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/or Asset Backed Certificates
(the "Certificates") in an aggregate amount set forth in the Registration
Statement.

   As described in the Registration Statement, the Notes and/or 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

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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") between
DRC and an Indenture Trustee.

   We have relied upon the Registration Statement, including the Prospectus,
the form of Prospectus Supplement, 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 filed as an exhibit thereto) and the form of Purchase Agreement
between the Seller and the Servicer (collectively, the "Operative Documents").

   Based on the foregoing and assuming that the Operative Documents with
respect to each series are executed and delivered in substantially the form as
we have examined and that the transactions contemplated to occur under the
Operative Documents in fact occur in accordance with the terms thereof, we
hereby confirm that, if we are acting as special federal tax counsel with
respect to the issuance of a Series of Notes and/or Certificates, the
statements set forth in the Prospectus Supplement relating to such series of
Notes and/or Certificates under the caption "FEDERAL INCOME TAX CONSIDERATIONS"
will accurately describe, subject to the limitations stated therein, the
material federal income tax considerations relevant to the purchase, ownership
and disposition of such Notes and/or Certificates.

   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 heading "Legal
Opinions" in the Prospectus and in the Prospectus Supplement.

                                        Very truly yours,

                                        Shearman & Sterling

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