EXHIBIT 5
DEERE & COMPANY
ONE JOHN DEERE PLACE, MOLINE, ILLINOIS 61265-8098 U.S.A.
JAMES R. JENKINS
Senior Vice President (DEERE LOGO)
and General Counsel
27 September 2000
Deere & Company
One John Deere Place
Moline, Illinois 61265
Dear Sirs:
14,449,049 SHARES OF DEERE & COMPANY COMMON STOCK, $1 PAR VALUE
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In connection with the proposed issuance of 14,449,049 shares of
Deere & Company (Deere) common stock, $1 par value (the "Shares"),
which may be granted under the John Deere Omnibus Equity and
Incentive Plan (the "Plan"), I have examined originals, or copies
certified or otherwise identified to my satisfaction, of the
Certificate of Incorporation of Deere, the By-Laws of Deere, the
Plan, and such other documents, corporate and other records,
certificates and papers as I deemed necessary to examine for the
purpose of this opinion.
Based upon such examination, it is my opinion as Senior Vice
President and General Counsel of Deere that:
1. Deere is a corporation duly incorporated and validly
existing in good standing under the laws of the state of Delaware.
2. Such of the Shares as may be issued in accordance with the
Plan will upon such issuance be legally issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement (Registration Statement) of the Plan on
Form S-8, and further consent to the use of my name wherever
appearing in the Registration Statement.
Sincerely,
/s/ JAMES R. JENKINS
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James R. Jenkins
JRJ/rsl
