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Suntrust Equipment Finance & Leasing Corp. <br />Page 2 <br />March 18, 2008 <br />5. The execution of the Lease and the appropriation of moneys to pay the Rental Payments <br />coming due thereunder do not and will not result in the violation of any constitutional, <br />statutory or other limitation relating to the manner, form or amount of indebtedness <br />which may be incurred by Lessee. <br />6. There is no litigation, action, suit or proceeding pending or before any court, <br />administrative agency, azbitrator or governmental body that challenges the organization <br />or existence of Lessee, the authority of Lessee or its officers or its employees to enter into <br />the Lease, the proper authorization and/or execution of the Lease or the documents <br />contemplated thereby, the appropriation of moneys to make Rental Payments under the <br />Lease for the current Fiscal Yeaz of Lessee, or the ability of Lessee otherwise to perform <br />its obligations under the Lease and the transactions contemplated thereby. To the best of <br />my knowledge, no such litigation, action, suit or proceeding is threatened. <br />7. The Equipment is personal property, and when used by Lessee will not be or become <br />fixtures under the laws of the State. <br />8. Resolution No. 2008-013 of the Santa Ana City Council was duly and validly adopted by <br />such body on March 3, 2008 and such resolution has not been amended, modified, <br />supplemented or repealed and remains in full force and effect. <br />This opinion maybe relied upon by the addressee hereof and its successors and assignees of <br />interests in the Lease, but only with regard to matters specifically set forth herein. <br />