Exhibit 5.2
(302) 651-7712
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
RE: John Deere Receivables, Inc.
Registration Statement on form S-3
(Registration No. 33-99294)
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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
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 Asset Backed Notes (the "Notes") and
Asset Backed Certificates (the "Certificates") with an aggregate principal
amount of $2,000,000,000.
John Deere Receivables, Inc.
John Deere Capital Corporation
June 21, 1996
Page 2
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.
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
John Deere Receivables, Inc.
John Deere Capital Corporation
June 21, 1996
Page 3
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.
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. Except as stated above, without our prior written consent, this
opinion may not be furnished or quoted to, or relied upon by, any other Person
or for any other purpose.
Very truly yours,
Richards, Layton & Finger
EAM/JLJ/dts