EXHIBIT 5
March 3, 1999
To the Board of Directors
of Deere & Company
Ladies and Gentlemen:
We are acting as counsel for Deere & Company (the "Company")
in connection with the combined Registration Statement on Form S-3 and
Post-Effective Amendment No. 1 to Registration Statement No. 33-54165 (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 debt securities (the "Debt Securities") and warrants to purchase
Debt Securities (the "Debt Warrants") with an aggregate issue price of up to
$1,450,000,000. The Debt Securities and the Debt Warrants 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 June 15, 1994 (the "Senior Indenture") between the
Company and The Chase Manhattan Bank (successor by merger to The Chase
Manhattan Bank (National Association)), trustee (the "Senior Trustee"), or
subordinated debt securities ("Subordinated Securities") issued pursuant to
an Indenture (the "Subordinated Indenture") between the Company and The Bank
of New York, 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").
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 the 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 by
the Company and, when executed and delivered by the Company pursuant to the
authority granted in the Resolutions and assuming the due authorization,
execution and delivery thereof by the Subordinated Trustee, will constitute 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 the 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 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.
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
JJ/LLJ/GFB