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Exhibit 5
SHEARMAN & STERLING
599 Lexington Avenue
New York, New York 10128
June 9, 2000
To the Board of Directors
of John Deere Capital Corporation
Ladies and Gentlemen:
We are acting as counsel for John Deere Capital Corporation (the
"Company") in connection with the combined Registration Statement on Form S-3
and Post-Effective Amendment No. 1 to Registration Statement No.33-68355 (the
"Registration Statement") being filed 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 combined
prospectus pursuant to Rule 429 contained in the Registration Statement (the
"Prospectus") and as to be set forth in one or more supplements to the
Prospectus (each such supplement, a "Prospectus Supplement"), of the
Company's non-convertible debt securities (the "Debt Securities"), warrants
to purchase debt securities (the "Debt Warrants") and non-convertible
preferred stock (the "Preferred Stock") with an aggregate issue price of up
to $3,450,000,000. The Debt Securities, the Debt Warrants and the Preferred
Stock are collectively referred to as the "Securities".
The Debt Securities will be issued in one or more series and may be
either senior debt securities ("Senior Securities") issued pursuant to an
Indenture dated as of March 15, 1997 (the "Senior Indenture") between the
Company and The Chase Manhattan Bank, trustee (the "Senior Trustee"), or
subordinated debt securities ("Subordinated Securities") issued pursuant to
an Indenture dated as of March 15, 1997 (the "Subordinated Indenture")
between the Company and Bank One Trust Company National Association (formerly
The First National Bank of Chicago), trustee (the "Subordinated Trustee").
The Debt Warrants will be issued under one or more debt warrant agreements
(each, a "Warrant Agreement") to be entered into between the Company and a
financial institution identified therein as warrant agent (each, a "Warrant
Agent").
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We are familiar with the corporate proceedings of the Company to
date with respect to the proposed issuance and sale of the Securities,
including resolutions of the Board of Directors of the Company (the
"Resolutions") authorizing the Indentures and the issuance, offering and sale
of the Securities, and we have examined such corporate records of the Company
and such other documents and certificates as we have deemed necessary as a
basis for the opinions hereinafter expressed.
Based on the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that:
1. The Senior Indenture has been duly authorized, executed and
delivered by the Company pursuant to the authority granted in the Resolutions
and, assuming due authorization, execution and delivery thereof by the Senior
Trustee, constitutes a valid and legally binding instrument of the Company
enforceable against the Company in accordance with its terms.
2. The Senior Securities (including Senior Securities issuable
upon exercise of any Debt Warrants) have been duly authorized and, when the
final terms thereof have been duly established and approved and when duly
executed by the Company, in each case pursuant to the authority granted in
the Resolutions, and authenticated by the Senior Trustee in accordance with
the Senior Indenture and delivered to and paid for by the purchasers thereof,
will constitute valid and legally binding obligations of the Company entitled
to the benefits of the Senior Indenture.
3. The Subordinated Indenture has been duly authorized, executed
and delivered by the Company pursuant to the authority granted in the
Resolutions and, assuming due authorization, execution and delivery thereof
by the Subordinated Trustee, constitutes a valid and legally binding
instrument of the Company enforceable against the Company in accordance with
its terms.
4. The Subordinated Securities (including Subordinated Securities
issuable upon exercise of any Debt Warrants) have been duly authorized and,
when the final terms thereof have been duly established and approved and when
duly executed by the Company, in each case pursuant to the authority granted
in the Resolutions, and authenticated by the Subordinated Trustee in
accordance with the Subordinated Indenture and delivered to and paid for by
the purchasers thereof, will constitute valid and legally binding obligations
of the Company entitled to the benefits of the Subordinated Indenture.
5. The Warrant Agreements have been duly authorized and, when
executed and delivered by the Company pursuant to the authority granted in
the Resolutions and, assuming due authorization, execution and delivery
thereof by the applicable Warrant Agent, will constitute valid and legally
binding instruments of the Company enforceable against the Company in
accordance with their respective terms.
6. The Debt Warrants have been duly authorized and, when the
final terms thereof have been duly established and approved and when
certificates representing such Debt Warrants have been duly executed by the
Company, in each case pursuant to the authority granted in the Resolutions,
and when such certificates have been countersigned by the applicable
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Warrant Agent in accordance with the applicable Warrant Agreement and
delivered to and paid for by the purchasers thereof, such Debt Warrants will
constitute valid and legally binding obligations of the Company entitled to
the benefits of the applicable Warrant Agreement.
7. The Preferred Stock has been duly authorized and, when the
final terms thereof have been duly established and approved and certificates
representing such shares have been duly executed by the Company, in each case
pursuant to the authority granted in the Resolutions, and delivered to and
paid for by the purchasers thereof, and when all corporate action necessary
for the issuance of such shares has been taken, including the adoption of a
Certificate of Designations, such shares will be validly issued, fully paid
and non-assessable.
The opinions set forth above are subject, as to enforcement, to (i)
bankruptcy, insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium or other similar laws
relating to or affecting the enforcement of creditors' rights generally, (ii)
general equitable principles (regardless of whether enforcement is considered
in a proceeding in equity or at law) and (iii) provisions of law that require
that a judgment for money damages rendered by a court in the United States be
expressed only in United States dollars.
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,
/s/ SHEARMAN & STERLING
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