Exhibit 5.1
June 21, 1996
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
(Registration No. 33-99294)
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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 "Company"), in connection with the Registration Statement (No.
33-99294) on Form S-3 (the "Registration Statement") filed by the Company 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, of one or more classes of Asset Backed Notes (the "Notes") and Asset
Backed Certificates (the "Certificates") with an aggregate issue price of up to
$2,000,000,000.
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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 the Company. 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 the
Company, the Notes will be issued pursuant to an Indenture (each, a "Company
Indenture"; together with the Trust Indentures, the "Indentures") between the
Company 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, the Company (in the case of series of Notes
issued by the Company) 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 the Company (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 Company
Indenture (including forms of Notes included as exhibits thereto), the form of
Trust Agreement (including the form of Certificates 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 the
Company to date and have examined such corporate records of the Seller and the
Company 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 the Company, 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 the Company,
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
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the valid and legally binding obligations of the Trust or the Company, 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 heading "Legal
Opinions" in the Prospectus.
Very truly yours,
Shearman & Sterling