8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 2, 2023

John Deere Owner Trust 2023

(Exact name of the Issuing Entity as specified in its charter)

(Central Index Key Number: 0001965367)

John Deere Receivables LLC

(Exact name of the Depositor as specified in its charter)

(Central Index Key Number: 0001762590)

John Deere Capital Corporation

(Exact name of the Sponsor as specified in its charter)

(Central Index Key Number: 0000027673)

State of Delaware	333-264978-03	363837230
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

c/o John Deere Capital Corporation P.O. Box 5328 Madison, Wisconsin	53705-0328
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (800) 438-7394

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange
on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits:

5.1 Legality opinion of Kirkland & Ellis LLP

5.2 Legality opinion of Richards, Layton & Finger, P.A.

8.1 Tax opinion of Kirkland & Ellis LLP

8.2 Tax opinion of Lane & Waterman LLP relating to Iowa tax matters

23.1 Consent of Kirkland & Ellis LLP (included in Exhibits 5.1 and 8.1)

23.2 Consent of Lane & Waterman LLP

23.3 Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2)

2 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

JOHN DEERE RECEIVABLES LLC (Depositor)
By:	/s/ Larry J. Gant
Name:	Larry J. Gant
Title:	Assistant Secretary and Assistant Treasurer

Date: March 2, 2023

3 

EX-5.1

Exhibit 5.1

March 2, 2023

John Deere Receivables LLC

P.O. Box 5328

Madison, WI 53705-0328

Re: Enforceability Opinion - John Deere Owner Trust 2023

We have acted as special counsel to John Deere Receivables LLC, a Nevada limited liability company (the “Seller”), in connection with the Indenture, dated as of the date hereof (the “Indenture”), by and between John Deere Owner Trust 2023, as issuing entity (the “Issuing Entity”), and U.S. Bank Trust Company, National Association, as indenture trustee (the “Indenture Trustee”). The Indenture provides for the issuance by the Issuing Entity of (i) the Class A-1 5.087% Asset Backed Notes (the “Class A-1 Notes”), (ii) the Class A-2 5.28% Asset Backed Notes (the “Class A-2 Notes”), (iii) the Class A-3 5.01% Asset Backed Notes (the “Class A-3 Notes”), and (iv) the Class A-4 5.01% Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, and the Class A-3 Notes, the “Notes”). The Notes are being offered for sale in a transaction pursuant to the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).

We are familiar with the proceedings required to be taken in connection with the proposed authorization, issuance and sale of the Notes, and in order to express the opinion hereinafter stated, we have examined:

(i)            a copy of the registration statement on Form SF-3 (File No. 333-264978) (the “Registration Statement”) that was filed by the Seller with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 415 under the Securities Act on May 16, 2022, as amended by Pre-Effective Amendment No. 1 thereto on June 29, 2022 with respect to asset-backed notes, including the Notes, to be issued and sold in series from time to time, including the exhibits thereto, in the form in which it most recently became effective;

(ii)           a copy of the preliminary prospectus, dated February 15, 2023, relating to the Notes that was filed with the Commission pursuant to Rule 424(h) under the Securities Act on February 15, 2023, and a copy of the prospectus, dated February 22, 2023 (the “Prospectus”), relating to the Notes that was filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act on February 23, 2023;

March 2, 2023

Page 2

(iii)          the Trust Agreement, dated as of March 1, 2023, between the Seller and Computershare Delaware Trust Company, as owner trustee;

(iv)         the Purchase Agreement, dated as of the date hereof, between John Deere Capital Corporation (“JDCC”) and the Seller;

(v)          the Sale and Servicing Agreement, dated as of the date hereof, among the Seller, as depositor, JDCC, as servicer, and the Issuing Entity;

(vi)         the Indenture;

(vii)        the Administration Agreement, dated as of the date hereof, among the Issuing Entity, the Indenture Trustee and JDCC, as administrator;

(viii)       the Asset Representations Review Agreement, dated as of the date hereof, among the Issuing Entity, JDCC, as servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer; and

(ix)          such other documents as we have deemed necessary for the expression of the opinion contained herein.

The documents described in clauses (iii) through (viii) collectively are referred to herein as the “Transaction Documents.”

We have assumed, without independent verification, that the facts and the representations and warranties in the Transaction Documents upon which we relied are true and correct, and that the transactions contemplated by the Transaction Documents have been or will be consummated strictly in accordance with their terms.

On the basis of the foregoing, it is our opinion that when duly executed and authenticated by the Indenture Trustee, in accordance with the terms of the Indenture, and issued and delivered against payment thereof, the Notes will have been duly authorized by all necessary action of the Issuing Entity, will have been legally issued and will be enforceable in accordance with their terms and entitled to the benefits of the Transaction Documents, except as the same may be limited by Title 11 of the United States Code or other bankruptcy, insolvency, reorganization, moratorium, or other laws relating to or affecting the enforcement of creditors’ rights or the relief of debtors, as may be in effect from time to time, or by general principles of equity.

March 2, 2023

Page 3

We do not find it necessary for the purposes of this opinion letter, and accordingly we do not purport to cover herein, the application of securities or “Blue Sky” laws of the various states to the offer or sale of the Notes.

We wish to advise you that we are members of the bar of the State of New York and the opinions expressed herein are limited to the laws of the State of New York and the federal laws of the United States.

We hereby consent to the filing of this opinion letter on Form 8-K in connection with the sale of the Notes and the reference to our firm in the Prospectus under the captions “Legal Opinions.” In giving this 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 or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Kirkland & Ellis LLP

KIRKLAND & ELLIS LLP

EX-5.2

Exhibit 5.2

March 2, 2023

To Each of the Parties Listed
on Schedule A Attached Hereto

Re: John Deere Owner Trust 2023

Ladies and Gentlemen:

We have acted as special Delaware counsel to John Deere Owner Trust 2023, a statutory trust existing under the laws of the State of Delaware (the “Trust”), in connection with the transactions contemplated by (i) the Trust Agreement, dated as of March 1, 2023 (the “Trust Agreement”), between John Deere Receivables LLC, a Nevada limited liability company, as depositor (the “Depositor”), and Computershare Delaware Trust Company, a Delaware limited purpose trust company, as owner trustee (the “Owner Trustee”), and (ii) the Indenture, dated as of March 2, 2023 (the “Indenture”), between the Trust and U.S. Bank Trust Company, National Association, a national banking association, as indenture trustee (the “Indenture Trustee”). This opinion is being delivered to you at your request. Capitalized terms used herein and not otherwise defined are used as defined in, or by reference in, the Trust Agreement, except that references herein to any instrument shall mean such instrument as in effect on the date hereof.

We have examined originals or copies of the following documents:

(a) The Trust Agreement;

(b) The Indenture;

(c) The Sale and Servicing Agreement;

(d) The Administration Agreement;

(e) The Asset Representations Review Agreement (the documents identified in paragraphs (b) through (e) above being collectively referred to herein as the “Trust Documents”);

(f) The Certificate being issued by the Trust on the date hereof (the “Certificate”);

(g) The Notes being issued by the Trust on the date hereof (the “Notes”);

To Each of the Parties Listed
on Schedule A Attached Hereto
March 2, 2023
Page 2

(h) A certified copy of the certificate of trust of the Trust (the “Certificate of Trust”), which was filed with the Office of the Secretary of State of the State of Delaware (the “Secretary of State”) on March 1, 2023;

(i) A certificate of an officer of the Owner Trustee; and

(j) A Certificate of Good Standing for the Trust, dated March 1, 2023, obtained from the Secretary of State.

We have not reviewed any documents other than the foregoing documents for purposes of rendering our opinions as expressed herein, and we have assumed that there exists no provision of any such other document that bears upon or is inconsistent with our opinions as expressed herein. We have conducted no independent factual investigation of our own but 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 have assumed to be true, complete and accurate in all material respects.

Based upon and subject to the foregoing and subject to the assumptions, exceptions, qualifications, and limitations set forth herein, it is our opinion that:

1.            The Trust has been duly formed and is validly existing and in good standing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Act”).

2.            The Trust has the power and authority, pursuant to the Trust Agreement and the Act, to execute, deliver and perform its obligations under the Trust Documents, to issue the Notes and the Certificate and to grant the Trust Estate pursuant to the Indenture.

3.            The Trust Agreement authorizes the Trust to execute and deliver the Trust Documents, to issue the Notes and the Certificate and to grant the Trust Estate pursuant to the Indenture. The Trust has duly executed and delivered the Trust Documents. The Notes have been duly executed and delivered to the Indenture Trustee. The Certificate has been duly executed and, when authenticated and delivered to the Depositor in accordance with the Trust Agreement, will be validly issued and entitled to the benefits of the Trust Agreement.

4.            Under the Act, the Trust is a separate legal entity and the Trust rather than the Certificateholder will hold whatever title to the Trust property as may be conveyed to it from time to time pursuant to the Sale and Servicing Agreement, except to the extent that the Trust has taken action to dispose of or otherwise transfer or encumber any part of the Trust property.

5.            Under Section 3805(b) of the Act, no creditor of the Certificateholder shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement.

To Each of the Parties Listed
on Schedule A Attached Hereto
March 2, 2023
Page 3

6.            The Trust Agreement is a legal, valid and binding obligation of the Depositor and the Owner Trustee, enforceable against the Depositor and the Owner Trustee, in accordance with its terms.

The foregoing opinions are subject to the following exceptions, qualifications and assumptions:

A.           The foregoing opinions are limited to the laws of the State of Delaware currently in effect. We express no opinion with respect to (i) federal laws, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Trust Indenture Act of 1939, as amended and the Investment Company Act of 1940, as amended, (ii) state insurance, tax, securities or blue sky laws, or (iii) laws, rules and regulations relating to the particular nature of the Trust assets.

B.            The foregoing opinions regarding enforceability and the opinions in paragraphs 4 and 5 are subject to (i) applicable bankruptcy, insolvency, liquidation, moratorium, receivership, reorganization, fraudulent transfer and similar laws or proceedings relating to and affecting the rights and remedies of creditors generally, (ii) principles of equity, including applicable law relating to fiduciary duties (regardless of whether considered and applied in a proceeding in equity or at law), (iii) the effect of applicable public policy with respect to provisions relating to exculpation, indemnification or contribution, and (iv) judicial imposition of an implied covenant of good faith and fair dealing.

C.            We have assumed (i) except to the extent provided in paragraph 1 above, the valid existence of each party to the documents examined by us under the laws of the jurisdiction governing its organization, (ii) except to the extent provided in paragraph 2 above, that each party has the power and authority to execute and deliver, and to perform its obligations under, the documents examined by us, (iii) the legal capacity of natural persons who are signatories to the documents examined by us, (iv) except to the extent provided in paragraph 3 above, that each party has duly authorized, executed and delivered the documents examined by us, (v) that each party has complied and will comply with all of the obligations and has satisfied and will satisfy all of the conditions on its part to be performed or satisfied pursuant to the documents examined by us, (vi) that any amendment or restatement of any document reviewed by us has been accomplished in accordance with, and was permitted by, the relevant provisions of said document prior to its amendment or restatement from time to time, (vii) that the Trust Agreement constitutes the entire agreement among the parties thereto with respect to the subject matter thereof, including, without limitation, the creation, operation and termination of the Trust, and that the Trust Agreement and the Certificate of Trust are in full force and effect and have not been amended, (viii) that the execution, delivery and performance of the documents examined by us by each of the parties thereto does not require the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency applicable to it or any of its property or violate any agreement, indenture or instrument to which it is a party or by which it is bound or any provision of any law, rule, regulation, judgment, order, writ, injunction or decree of any court or governmental authority applicable to it or any of its property and (ix) that the Trust derives no income from or connected with sources within the State of Delaware and has no assets, activities (other than having a trustee and the filing of documents with the Secretary of State) or employees in the State of Delaware.

To Each of the Parties Listed
on Schedule A Attached Hereto
March 2, 2023
Page 4

D.            We have assumed the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies or forms, the genuineness of all signatures and that all documents, in the forms submitted to us for our review, have not been and will not be altered or amended in any respect material to our opinions as stated herein.

E.            We do not express any opinion as to the creation, attachment, perfection or priority of any security interest or the nature or validity of title to any property. In addition, in rendering the opinions set forth above, we have not considered and express no opinion with respect to the applicability or effect of the choice-of-law rules of the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary as in effect in the United States of America for matters governed by Article 2(1) of that Convention.

F.            We have not participated in the preparation of any offering materials with respect to the Notes or the Certificate and assume no responsibility for their contents.

G.            Notwithstanding any provision in the Trust Agreement or any Trust Document to the contrary, we note that upon the occurrence of an event of dissolution of the Trust, the Trust cannot make any payments or distributions to the beneficial owners of the Trust until creditors' claims are either paid in full or reasonable provision for payment thereof has been made.

H.            With respect to the Trust Agreement, we express no opinion as to the validity or enforceability of provisions that purport to (i) restrict any right that a party may have to apply for a judicial dissolution of the Trust, (ii) impose transfer restrictions on the Certificateholders to the extent that a transfer occurs by operation of law or (iii) bind a Person that is not a party to the Trust Agreement.

This opinion may be relied upon by you in connection with the matters set forth herein. Without our prior written consent, this opinion may not be relied upon by or furnished to any other person or entity for any purpose; provided, however, copies of this opinion may be posted by the Administrator to a password protected website accessible by any non-hired “nationally recognized statistical rating organization” (an “NRSRO”) that provides to the Administrator the certification required by subsection (e) of Rule 17g-5 under the Securities Exchange Act of 1934, as amended (or any successor provision to such subsection) (“Rule 17g-5”), and agrees to keep this opinion confidential as contemplated by Rule 17g-5; provided, that no such NRSRO will be entitled to rely on this opinion, and each such NRSRO, by accessing a copy of this opinion, will be deemed to have agreed to comply with the terms of this sentence and not to provide copies of this opinion to any other person.

To Each of the Parties Listed
on Schedule A Attached Hereto
March 2, 2023
Page 5

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Depositor's Form 8-K in connection with the Registration Statement for the Notes.  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 with respect to any part of the Registration Statement, including this exhibit.

Very truly yours,

/s/ Richards, Layton & Finger, P.A.

TJH/KAC/snl

SCHEDULE A

ISSUER
John Deere Owner Trust 2023

DEPOSITOR
John Deere Receivables LLC

ADMINISTRATOR
John Deere Capital Corporation

OWNER TRUSTEE
Computershare Delaware Trust Company

INDENTURE TRUSTEE
U.S. Bank Trust Company, National Association

UNDERWRITERS

MUFG Securities Americas Inc.

BofA Securities, Inc.

HSBC Securities (USA) Inc.

RBC Capital Markets, LLC

Citigroup Global Markets Inc.

TD Securities (USA) LLC

RATING AGENCIES
Moody’s Investors Service, Inc.
Fitch Ratings, Inc.

EX-8.1

Exhibit 8.1

March 2, 2023

John Deere Receivables LLC

P.O. Box 5328

Madison, WI 53705-0328

Re: U.S. Federal Income Tax Consequences

We have acted as special tax counsel to John Deere Receivables LLC, a Nevada limited liability company (the “Seller”), in connection with the Indenture, dated as of the date hereof (the “Indenture”), between John Deere Owner Trust 2023, as issuing entity (the “Issuing Entity”), and U.S. Bank Trust Company, National Association, as indenture trustee (the “Indenture Trustee”). The Indenture provides for the issuance by the Issuing Entity of (i) the Class A-1 5.087% Asset Backed Notes (the “Class A-1 Notes”), (ii) the Class A-2 5.28% Asset Backed Notes (the “Class A-2 Notes”), (iii) the Class A-3 5.01% Asset Backed Notes (the “Class A-3 Notes”), and (iv) the Class A-4 5.01% Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes, and the Class A-3 Notes, the “Notes”). The Notes are being offered for sale in a transaction pursuant to the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).

We are familiar with the proceedings required to be taken in connection with the proposed authorization, issuance and sale of the Notes, and in order to express the opinion hereinafter stated, we have examined:

(i)            a copy of the registration statement on Form SF-3 (File No. 333-264978) (the “Registration Statement”) that was filed by the Seller with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 415 under the Securities Act on May 16, 2022, as amended by Pre-Effective Amendment No. 1 thereto on June 29, 2022 with respect to asset-backed notes, including the Notes, to be issued and sold in series from time to time, including the exhibits thereto, in the form in which it most recently became effective;

(ii)          a copy of the preliminary prospectus, dated February 15, 2023, relating to the Notes that was filed with the Commission pursuant to Rule 424(h) under the Securities Act on February 15, 2023, and a copy of the prospectus, dated February 22, 2023 (the “Prospectus”), relating to the Notes that was filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act on February 23, 2023;

(iii)          the Trust Agreement, dated as of March 1, 2023, between the Seller and Computershare Delaware Trust Company, as owner trustee;

March 2, 2023

Page 2

(iv)         the Purchase Agreement, dated as of the date hereof, between John Deere Capital Corporation (“JDCC”) and the Seller;

(v)          the Sale and Servicing Agreement, dated as of the date hereof, among the Seller, as depositor, JDCC, as servicer, and the Issuing Entity;

(vi)         the Indenture;

(vii)        the Administration Agreement, dated as of the date hereof, among the Issuing Entity, the Indenture Trustee and JDCC, as administrator; and

(viii)       the Asset Representations Review Agreement, dated as of the date hereof, among the Issuing Entity, JDCC, as servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer; and

(ix)          such other documents as we have deemed necessary for the expression of the opinion contained herein.

The documents described in clauses (iii) through (viii) collectively are referred to herein as the “Transaction Documents.”

We have examined such other documents and such matters of law, and we have satisfied ourselves as to such matters of fact, as we have considered relevant for purposes of this opinion letter.

The opinion set forth in this letter is based upon the applicable provisions of the Internal Revenue Code of 1986, as amended, Treasury regulations promulgated and proposed thereunder, current positions of the Internal Revenue Service (the “IRS”) contained in published Revenue Rulings and Revenue Procedures, current administrative positions of the IRS and existing judicial decisions. No tax rulings will be sought from the IRS with respect to any of the matters discussed herein. Moreover, the statutory provisions, regulations, interpretations and other authorities upon which our opinion is based are subject to change, and such changes could apply retroactively. In addition, there can be no assurance that positions contrary to those stated in our opinion will not be taken by the IRS. Our opinion is in no way binding on the IRS or any court, and it is possible that the IRS or a court could, when presented with these facts, reach a different conclusion. In rendering such opinion, we have assumed that the Issuing Entity will be operated in accordance with the terms of the Transaction Documents.

March 2, 2023

Page 3

Based on the foregoing and assuming that the Transaction Documents are duly authorized, executed and delivered in substantially the form we have examined and that the transactions contemplated to occur under the Transaction Documents in fact occur in accordance with the terms thereof, to the extent that the discussions presented in the Prospectus under the caption “U.S. Federal Income Tax Consequences” expressly state our opinion, or state that our opinion has been or will be provided as to the Notes, we hereby confirm and adopt such opinion herein. There can be no assurance, however, that the conclusions of U.S. federal tax law presented therein will not be successfully challenged by the IRS or significantly altered by new legislation, changes in IRS positions or judicial decisions, any of which challenges or alterations may be applied retroactively with respect to completed transactions.

Except for the opinion expressed above, we express no opinion as to any other tax consequences of the transaction to any party under federal, state, local or foreign laws. In addition, we express no opinion as to the laws of any jurisdiction other than the federal laws of the United States of America to the extent specifically referred to herein. This letter is limited to the specific issues addressed herein and the opinion rendered above is limited in all respects to laws and facts existing on the date hereof. By rendering this opinion, we do not undertake to advise you with respect to any other matter or of any change in such laws or facts or in the interpretations of such laws which may occur after the date hereof or as to any future action that may become necessary to maintain the character of any Notes as described in the Prospectus or to maintain the Issuing Entity as an entity that will not be treated as an association (or publicly traded partnership), in either case, taxable as a corporation for U.S. federal income tax purposes.

We hereby consent to the filing of this opinion letter on Form 8-K in connection with the sale of the Notes and to the reference to our firm in the Prospectus under the captions “Summary of Terms—Tax Status,” “U.S. Federal Income Tax Consequences” and “Legal Opinions.” In giving this 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 or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Kirkland & Ellis LLP

KIRKLAND & ELLIS LLP

EX-8.2

Exhibit 8.2

Joe R. Lane (1858-1931) Charles M. Waterman (1847-1924) Richard A. Davidson Michael P. Byrne Theodore F. Olt III Judith L. Herrmann Joseph C. Judge Jason J. O'Rourke Mikkie R. Schiltz Diane E. Puthoff Wendy S. Meyer Ian J. Russell Benjamin J. Patterson Douglas R. Lindstrom, Jr. Abbey C. Furlong Samuel J. Skorepa Kurt P. Spurgeon Joshua J. McIntyre Brett R. Marshall Timothy B. Gulbranson Alexander C. Barnett Eric M. Hartmann Maegan M. Gorham Grace E. Mangieri David C. Waterman Jenny L. Juehring Jessica Y. Kirkpatrick** Samuel P. Cropper   220 North Main Street, Suite 600 Davenport, Iowa 52801-1953 Telephone (563) 324-3246 Fax (563) 324-1616   Writer's Direct Dial: (563) 333-6630 E-Mail Address: bmarshall@l-wlaw.com www.L-WLaw.com   March 2, 2023 Brittany A. Kammerer Sarah T. Oberg Ramirez   Registered Patent Attorney Kathryn E. Cox±*   Of Counsel Thomas N. Kamp* C. Dana Waterman III* James A. Mezvinsky* David A. Dettmann* Terry M. Giebelstein Robert V. P. Waterman, Jr. R. Scott Van Vooren Edmund H. Carroll Diane M. Reinsch* Jeffrey B. Lang Kyle R. Day   Admitted in Iowa and Illinois     * Only Admitted in Iowa **Admitted in California ± Admitted in Florida ±± Only Admitted in Illinois   Illinois Office 3551 7^th Street, Suite 110 Moline, IL  61265

JOHN DEERE CAPITAL CORPORATION	JOHN DEERE RECEIVABLES LLC
P.O. Box 5328	P.O. Box 5328
Madison, WI 53705-0328	Madison, WI 53705-0328
Attention: Manager	Attention: Manager
COMPUTERSHARE DELAWARE	U.S. BANK TRUST COMPANY,
TRUST COMPANY	NATIONAL ASSOCIATION
919 North Market Street, Suite 1600	190 South LaSalle Street, 7th Floor
Wilmington, DE 19801	Mail Code MK-IL-SL7R
	Chicago, IL 60603
MUFG SECURITIES AMERICAS INC.	BOFA SECURITIES, INC.
1221 Avenue of the Americas, 6th Floor	One Bryant Park, 11th Floor
New York, NY 10020	New York, NY 10036
HSBC SECURITIES (USA) INC.	RBC CAPITAL MARKETS, LLC
452 Fifth Avenue	200 Vesey Street
New York, NY 10018	New York, NY 10281
CITIGROUP GLOBAL MARKETS INC.	TD SECURITIES (USA) LLC
388 Greenwich Street	One Vanderbilt Avenue, 11th Floor
New York, NY 10013	New York, NY 10017

RE:	REGISTRATION STATEMENT ON FORM SF-3
	REGISTER JOHN DEERE OWNER TRUST 2023
	(the “Registration Statement”)

 

JOHN DEERE CAPITAL CORPORATION

JOHN DEERE RECEIVABLES LLC

COMPUTERSHARE DELAWARE TRUST COMPANY

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

MUFG SECURITIES AMERICAS INC.

BOFA SECURITIES, INC.

HSBC SECURITIES (USA) INC.

RBC CAPITAL MARKETS, LLC

CITIGROUP GLOBAL MARKETS INC.

TD SECURITIES (USA) LLC

March 2, 2023

Page 2

Ladies and Gentlemen:

We have acted as special Iowa tax counsel for John Deere Owner Trust 2023 (the “Trust”) and John Deere Receivables LLC, a Nevada limited liability company (“JDRL”), in connection with the Registration Statement on Form SF-3, as amended (the “Registration Statement”), filed by JDRL on behalf of the Trust with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to the issuance by the Trust of Asset Backed Notes (the “Notes”) and Asset Backed Certificates (the “Certificates”). The Notes are to be issued pursuant to an Indenture dated as of March 2, 2023, between the Trust and U.S. Bank Trust Company, National Association, a national banking association, as indenture trustee, substantially in the form of Exhibits “D”, “E”, “F” and “G” thereto. The Certificates are to be issued substantially in the form of Exhibit “A” to the Trust Agreement dated March 1, 2023, between Computershare Delaware Trust Company, as Owner Trustee, and JDRL, as Depositor. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Underwriting Agreement dated February 22, 2023 among JDRL, John Deere Capital Corporation, MUFG Securities Americas Inc., BofA Securities, Inc., HSBC Securities (USA) Inc., and RBC Capital Markets, LLC, on their own behalf and as representatives of the underwriters named therein.

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement; (ii) the Prospectus included in the Registration Statement; (iii) the Preliminary Prospectus included in the Registration Statement; (iv) the Indenture; (v) the Trust Agreement; (vi) the Sale and Servicing Agreement; (vii) the Administration Agreement; (viii) the Asset Representations Review Agreement; and (ix) the Purchase Agreement (collectively the “Documents”). As to any facts material to the opinion expressed herein, we have relied solely upon the factual matters contained in the representations and statements made in the Documents and we have not independently established or verified their accuracy. We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. We have also assumed the due execution and delivery pursuant to due authorization by each of the entities party to the Documents.

We are members of the Bar of the State of Iowa, and we express no opinion as to the laws of any jurisdiction other than the laws of the United States of America and the State of Iowa.

 

JOHN DEERE CAPITAL CORPORATION

JOHN DEERE RECEIVABLES LLC

COMPUTERSHARE DELAWARE TRUST COMPANY

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

MUFG SECURITIES AMERICAS INC.

BOFA SECURITIES, INC.

HSBC SECURITIES (USA) INC.

RBC CAPITAL MARKETS, LLC

CITIGROUP GLOBAL MARKETS INC.

TD SECURITIES (USA) LLC

March 2, 2023

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We hereby confirm that the statements set forth in the Preliminary Prospectus and the Prospectus forming a part of the Registration Statement under the caption “CERTAIN IOWA TAX CONSIDERATIONS” accurately describe the material Iowa income tax consequences to holders of the offered Notes and the Certificates.

We know that we are referred to under the headings “CERTAIN IOWA TAX CONSIDERATIONS” and “LEGAL OPINIONS” in the Preliminary Prospectus and the Prospectus and we hereby consent to the use of our name therein.

Very truly yours,

/s/ Lane & Waterman LLP

LANE & WATERMAN LLP

EX-23.2

Exhibit 23.2

Joe R. Lane (1858-1931) Charles M. Waterman (1847-1924) Richard A. Davidson Michael P. Byrne Theodore F. Olt III Judith L. Herrmann Joseph C. Judge Jason J. O'Rourke Mikkie R. Schiltz Diane E. Puthoff Wendy S. Meyer Ian J. Russell Benjamin J. Patterson Douglas R. Lindstrom, Jr. Abbey C. Furlong Samuel J. Skorepa Kurt P. Spurgeon Joshua J. McIntyre Brett R. Marshall Timothy B. Gulbranson Alexander C. Barnett Eric M. Hartmann Maegan M. Gorham Grace E. Mangieri David C. Waterman Jenny L. Juehring Jessica Y. Kirkpatrick** Samuel P. Cropper   220 North Main Street, Suite 600 Davenport, Iowa 52801-1953 Telephone (563) 324-3246 Fax (563) 324-1616   Writer's Direct Dial: (563) 333-6630 E-Mail Address: bmarshall@l-wlaw.com www.L-WLaw.com   March 2, 2023   Brittany A. Kammerer Sarah T. Oberg Ramirez   Registered Patent Attorney Kathryn E. Cox±*   Of Counsel Thomas N. Kamp* C. Dana Waterman III* James A. Mezvinsky* David A. Dettmann* Terry M. Giebelstein Robert V. P. Waterman, Jr. R. Scott Van Vooren Edmund H. Carroll Diane M. Reinsch* Jeffrey B. Lang Kyle R. Day   Admitted in Iowa and Illinois     * Only Admitted in Iowa **Admitted in California ± Admitted in Florida ±± Only Admitted in Illinois   Illinois Office 3551 7^th Street, Suite 110 Moline, IL  61265

Consent of Lane & Waterman LLP

We consent to the use of our Iowa tax opinion dated as of March 2, 2023, addressed to John Deere Capital Corporation, John Deere Receivables LLC, Computershare Delaware Trust Company, U.S. Bank Trust Company, National Association, MUFG Securities Americas Inc., BofA Securities, Inc., HSBC Securities (USA) Inc., RBC Capital Markets, LLC, Citigroup Global Markets Inc. and TD Securities (USA) LLC, for filing as an exhibit to the Form 8-K of John Deere Owner Trust 2023, dated as of March 2, 2023.

/s/ Lane & Waterman LLP

LANE & WATERMAN LLP