EXHIBIT 5.2
April 4, 2001
Deere & Company
One John Deere Road
Moline, IL 61265
Ladies and Gentlemen:
In connection with the issuance by John Deere B.V., a corporation
organized under the laws of The Netherlands (the "Company"), of $250,000,000
aggregate principal amount of the Company's 5 7/8% Notes due April 6, 2006
Unconditionally Guaranteed by Deere & Company, we hereby consent to the use of
our name and confirm to you our tax advice as set forth under the heading
"Certain United States Federal Tax Considerations" in the Prospectus Supplement
dated April 3, 2001 relating to Registration Statement no. 333-47264, to which
registration statement this consent is an exhibit.
Very truly yours,
/s/ SHEARMAN & STERLING
LB/LLJ/SA/NAM
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