Exhibit 5.1

                                                                     Exhibit 5.1


                                                                   April 2, 2001




Deere & Company
Xxx Xxxx Xxxxx Xxxx
Xxxxxx, XX 00000



Ladies and Gentlemen:

                  In connection with the issuance by Deere & Company, a Delaware
corporation ("Deere") and Xxxx Deere B.V., a corporation organized under the
laws of The Netherlands ("Xxxx 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 Xxxx 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/ Xxxxxxxx & Xxxxxxxx

                                           Xxxxxxxx & Sterling



LMB/LLJ/SM/NAM


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