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MAYOR <br />Miguel A. Pulido <br />MAYOR PRO TEM <br />Claudia C. Alvarez <br />COUNCIL MEM8ER5 <br />P. David Benavides <br />Carlos Bustamante <br />Michele Martinez <br />Vincent F. Sarmiento <br />Sal Tinajero <br />Mazch 18, 2008 <br />CITY OF SANTA ANA <br />OFFICE OF THE CITY ATTORNEY <br />20 CIVIC CENTER PLAZA M-29 • P.O. BOX 1988 <br />SANTA ANA, CALIFORNIA 92702 <br />(714) 647-5207 • Fax (714) 647-6515 <br />SUNTRUST EQUIPMENT FINANCE & LEASING CORP. <br />300 East Joppa Road, 7~' Floor <br />Towson, Mazyland 21286 <br />Re: Master Lease Agreement March 14, 2008 by and between <br />SUNTRUST EQUIPMENT FINANCE AND LEASING CORP. and <br />CITY OF SANTA ANA <br />Ladies and Gentlemen: <br />CITY MANAGER <br />David N. Ream <br />CITY ATTORNEY <br />Joseph W. Fletcher <br />CLERK OF THE COUNCIL <br />Patricia E. Healy <br />As City Attorney of the City of Santa Ana (the "Lessee"), I have examined the duly executed <br />original Master Lease Agreement and Equipment Schedule No. O1, dated March 3, 2008, (the <br />"Lease") by and between SunTrust Equipment Financing and Leasing Corp. (the "Lessor") and <br />the Lessee and the proceedings taken by the governing body of the Lessee to authorize the <br />execution and delivery of the Agreement on behalf or the Lessee. Based upon the examination <br />of these documents it is my opinion that: <br />1. Lessee is a municipal corporation and charter city duly organized and legally existing <br />under the Constitution and laws of the State of California (the "State") within the <br />meaning of Section 103(c) of the Internal Revenue Code of 1986, as amended. <br />2. Lessee is authorized and has the power under applicable law to enter into the Lease, and <br />to carryout its obligations thereunder and the transactions contemplated thereby. <br />3. The Lease has been duly authorized, executed and delivered by and on behalf of Lessee, <br />and is a legal, valid and binding obligation of Lessee enforceable in accordance with its <br />terms, except as enforcement thereof maybe limited by bankruptcy, insolvency and other <br />similar laws affecting the enforcement if creditors' rights generally and by general <br />equitable principles. <br />4. The authorization and execution of the Lease and all other proceedings of Lessee relating <br />to the transactions contemplated thereby have been performed in accordance with all <br />applicable open meeting, public records, public bidding and all other laws, rules and <br />regulations of the State. <br />C 5 Bi0 <br />