EXHIBIT 8.2
Joe R. Lane (1858-1931) LANE & WATERMAN Christopher J. Curran*
Charles M. Waterman (1847-1924) Joseph C. Judge*
William C. Davidson* 220 North Main Street, Suite 600 Jason J. O'Rourke*
C. Dana Waterman III Davenport, Iowa 52801-1987 Troy D. Venner*
Charles E. Miller* Telephone (563) 324-3246 Courtney M. Kay-Decker*
James A. Mezvinsky Fax (563) 324-1616 Troy A. Howell*
David A. Dettmann* Gregory C. Guiney*
Dana M. Craig* Writer's Direct Dial: (563) 333-6660 Diane M. Reinsch*
Terry M. Giebelstein* E-Mail Address: jjudge@l-wlaw.com Catherine E. E. Hult*
Rand S. Wonio Nathan Clark*
Curtis E. Beason May 3, 2002 Mikkie R. Schiltz**
Robert V. P. Waterman, Jr.*
Peter J. Benson* Of Counsel
Michael L. Noyes Donald H. Sitz
R. Scott Van Vooren* Robert V. P. Waterman
Thomas D. Waterman* Robert A. Van Vooren*
John D. Telleen* Thomas N. Kamp
Richard A. Davidson*
Carole J. Anderson* *Also Admitted in Illinois
Michael P. Byrne* ** Only Admitted in Illinois
Edmund H. Carroll, Jr.*
Jeffrey W. Paul* 224 18/th/ Street, Suite 500
Theodore F. Olt III* Rock Island, Illinois 61201-8739
Cameron A. Davidson* Telephone (309) 786-1600
Judith L. Herrmann* Fax (309) 786-1794
Robert B. McMonagle*
John Deere Receivables, Inc.
First Interstate Bank Building
1 East First Street
Reno, NV 89501
John Deere Capital Corporation
First Interstate Bank Building
1 East First Street
Reno, NV 89501
RE: Registration Statement on Form S-3
to Register Asset Backed Notes and Asset
Backed Certificates
Ladies and Gentlemen:
We have acted as special Iowa tax counsel for John Deere
Receivables, Inc., a Nevada Corporation (the "Company"), in connection with
the above-captioned Registration Statement (such registration statement
together with the exhibits and any amendments thereto, the "Registration
Statement"), filed by the Company with the Securities and Exchange
Commission in connection with the registration by the Company of the 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 being issued by a Delaware business trust (each, a "Trust") to
be formed by the Company pursuant to a Trust Agreement (each a "Trust
Agreement") between the Company and a Trustee. For each series, the Notes
will be issued pursuant to an Indenture between the related Trust and an
Indenture Trustee and a Sale and Servicing Agreement among the related
Trust, the Company and John Deere Capital Corporation, as Servicer (each, a
"Sale and Servicing Agreement"), and the Certificates will be issued
pursuant to a Trust Agreement and such Sale and Servicing
John Deere Receivables, Inc.
John Deere Capital Corporation
May 3, 2002
Page 2
Agreement. Capitalized terms not otherwise defined herein are used as defined in
the form of Sale and Servicing Agreement filed as an exhibit to the Registration
Statement.
In that connection, we are generally familiar with the
proceedings required to be taken in connection with the proposed authorization,
issuance and sale of any series of Notes and Certificates and we have examined
copies of such documents, corporate records and other instruments as we have
deemed necessary or appropriate for the purposes of this opinion, including the
Registration Statement and, in each case as filed as an exhibit to the
Registration Statement, the form of Sale and Servicing Agreement, the form of
Indenture (including the forms of Notes included as exhibits thereto), the form
of Trust Agreement (including the form of Certificate included as an exhibit
thereto and including the form of Certificate of Trust to be filed with the
Delaware Secretary of State) and the form of Purchase Agreement between the
Company and John Deere Capital Corporation (collectively, the "Operative
Documents").
As to any facts material to the opinions expressed herein, we
have relied solely upon the factual matters contained in the representations and
statements made in the Operative Documents and we have not independently
established or verified their accuracy. We have assumed authenticity of all
documents submitted to us and the conformity to original documents of all
documents submitted to us as certified or photostatic copies.
Based on the foregoing and assuming that the Operative Documents
with respect to each series are executed and delivered in substantially the form
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 Iowa tax counsel with respect to an
issuance of Notes and Certificates, the statements set forth in the Prospectus
Supplement forming part of the Registration Statement under the caption "CERTAIN
IOWA TAX CONSIDERATIONS" accurately reflect our opinion.
We know that we are referred to under the headings "CERTAIN IOWA
TAX CONSIDERATIONS" and "LEGAL OPINIONS" in the Prospectus Supplement and the
heading "LEGAL OPINIONS" in the Prospectus and we hereby consent to the use of
our name therein and to the use of this opinion for filing with the Registration
Statement as an Exhibit thereto.
Very truly yours,
LANE & WATERMAN