July 22, 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 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 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.