Exhibit 5.1
April 2, 2001
Deere & Company
One John Deere Road
Moline, IL 61265
Ladies and Gentlemen:
In connection with the issuance by Deere & Company, a Delaware
corporation ("Deere") and John Deere B.V., a corporation organized under the
laws of The Netherlands ("John Deere B.V."), of up to $950,000,000 aggregate
principal amount of Deere's Medium-Term Notes, Series D, Due from 9 Months to 30
Years from Date of Issue and John Deere B.V.'s Medium-Term Notes Due from 9
Months to 30 Years from Date of Issue, we hereby consent to the use of our name
and confirm to you our tax advice as set forth under the heading "United States
Federal Income Taxation" in the Prospectus Supplement dated March 30, 2001
relating to Registration Statement no. 333-47264, to which registration
statement this consent is an exhibit.
Very truly yours,
/s/ Shearman & Sterling
Shearman & Sterling
LMB/LLJ/SM/NAM
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