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Lessee or the Governing Body of the Lessee or the authority or ability of the Lessee to execute or deliver <br />the Transaction Documents or to comply with or perform its obligations thereunder. There is no litigation <br />pending or, to the best of my knowledge, threatened seeking to restrain or enjoin the Lessee from annually <br />appropriating sufficient funds to pay the rental payments or other amounts contemplated by the Lease <br />Agreement. The entering into and performance of the Transaction Documents do not and will not violate <br />any judgment, order, law, or regulation applicable to the Lessee or result in any breach of, or constitute a <br />default under, or result in the creation of any lien, charge, security interest, or other encumbrance upon any <br />assets of the Lessee or on the beneficial use of the Equipment (as such term is defined in the Lease <br />Agreement) pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement, or other <br />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 />Tamara Bogosian <br />City Attorney <br />F-2 <br />55C-32 <br />