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way to contest the validity of the Transaction Documents, to contest or question the creation or existence <br />of the Lessee or the Governing Body of the Lessee or the authority or ability of the Lessee to execute or <br />deliver the Transaction Documents or to comply with or perform its obligations thereunder. There is no <br />litigation pending or, to the best of my knowledge, threatened seeking to restrain or enjoin the Lessee <br />from annually appropriating sufficient funds to pay the rental payments or other amounts contemplated <br />by the Lease Agreement. 'File entering into and performance of the Transaction Documents do not and <br />will not violate any judgment, order, law, or regulation applicable to the Lessee or result in any breach <br />of, or constitute a default under, or result in the creation of any lien, charge, security interest, or other <br />encumbrance upon any assets of the Lessee or on the beneficial use of the Equipment (as such term is <br />defined in the Lease Agreement) pursuant to any indenture, mortgage, deed of trust, bank loan or credit <br />agreement, or other instrument to which the Lessee is a party or by which it or its assets may be bound. <br />This opinion may be relied upon by purchasers and assignees of Lessor's interests in the Lease <br />Agreement. <br />Respectfully submitted, <br />Laura Rossini <br />Senior Assistant City Attorney <br />City of Santa Ana <br />WCS2:33973592v3 F -2 <br />55A -31 <br />