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EX-5.1 - LEGALITY OPINION OF SHEARMAN & STERLING LLP - John Deere Owner Trust 2011ss117142_ex0501.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A
  
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)
April 20, 2011

John Deere Owner Trust 2011
(Exact name of the Issuing Entity as specified in its charter)
 
John Deere Receivables, Inc.
(Exact name of the Depositor as specified in its charter)
 
John Deere Capital Corporation
(Exact name of the Sponsor as specified in its charter)

State of Delaware
333-151821-04
363837230
(State or other jurisdiction of
incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

c/o John Deere Capital Corporation
Suite 600
1 East First Street
Reno, Nevada
 
89501
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code
(775) 786-5527

 
(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 
 
 
    
Explanatory Note
 
This Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K of John Deere Owner Trust 2011, a Delaware statutory trust (the “Trust”), previously filed with the Securities and Exchange Commission on April 20, 2011 (the “Original Filing”), in order to file an updated copy of the legality opinion of Shearman & Sterling LLP, dated April 20, 2011. Except as set forth in this explanatory note, no other changes are made to the Original Filing.
 
Item 9.01.
Financial Statements and Exhibits.
 
 
(a)
Not applicable.
 
 
(b)
Not applicable.
 
 
(c)
Not applicable.
 
 
(d)
Exhibits:
 
 
5.1
Legality opinion of Shearman & Sterling LLP
 
 
8.1
Tax opinion of Shearman & Sterling LLP*
 
 
8.2
Tax opinion of Lane & Waterman LLP relating to Iowa tax matters*
 
 
23.1
Consent of Shearman & Sterling LLP (included in Exhibits 5.1 and 8.1)
 
 
23.2
Consent of Lane & Waterman LLP*
 
_______________
*Previously filed
 
 
 
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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, INC., (Depositor)  
         
         
         
  By:  /s/ Chad M. Volkert  
    Name:  Chad M. Volkert  
    Title:  Assistant Secretary  
         
 


Date:  April 21, 2011
 
 
 
 
 
 
 
 
 
 
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EXHIBIT INDEX
 
Exhibit No.
Description
  
 
5.1
Legality opinion of Shearman & Sterling LLP
 
 
8.1
Tax opinion of Shearman & Sterling LLP*
 
 
8.2
Tax opinion of Lane & Waterman LLP relating to Iowa tax matters*
 
 
23.1
Consent of Shearman & Sterling LLP (included in Exhibits 5.1 and 8.1)
 
 
23.2
Consent of Lane & Waterman LLP*
 
_______________
*Previously filed
 

 
 
 
 
 
 
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