Exhibit 8.1


                                 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)
                          ---------------------------
                                        
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 (each, a "Prospectus Supplement"), of one or more classes of Asset
Backed Notes (the "Notes") and Asset Backed Certificates (the "Certificates") in
an aggregate amount of up to $2,000,000,000.

 
                                       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 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") between the Company and an Indenture Trustee.

     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 a Trust Indenture
(including forms of Notes included as exhibits thereto), the form of a Company
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 Certificates, the statements
set forth in the Prospectus Supplement relating to such series of Notes and
Certificates under the caption "CERTAIN 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 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.

                                            Very truly yours,


                                            Shearman & Sterling