July 22, 2020
(ii) a copy of the preliminary prospectus, dated July 9, 2020, relating to the Notes
that was filed with the Commission pursuant to Rule 424(h) under the Securities Act on July 9, 2020, and a copy of the prospectus, dated July 14, 2020 (the Prospectus), relating to the Notes that was filed with the
Commission pursuant to Rule 424(b)(5) under the Securities Act on July 15, 2020;
(iii) the Trust Agreement, dated as of
July 21, 2020, between the Seller and Wells Fargo Delaware Trust Company, N.A., 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
(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
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.