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MAYOR Miguel A. Pulido MAYOR PRO TEM Michele Martinez COUNCILMEMBERS P. David Benavides Vicente Sarmiento Jose Solorio Sal Tinajero Juan Villages April 6, 2018 r .. A t ♦ A. OFFICE OF THE CITY ATTORNEY 20 Civic Center Plaza, M29 a P.O. Box 1988 Santa Ana, California 92702 714-647-5201 • Fax 714-647-6515 www.santa-ann.org Holman Capital Corporation 25201 Paseo de Alicia, Suite 290 Laguna Hills, CA 92603 CITY MANAGER Raul Godinez II CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Maria D. Huizar Re: Equipment Lease -Purchase Agreement and Equipment Schedule both dated April 6, 2018 Ladies and Gentlemen: As counsel to the City of Santa Ana (the "Lessee"), I have examined the Equipment Lease - Purchase Agreement and Equipment Schedule both dated April 6, 2018 (collectively, the "Lease Agreement"), between the Lessee and Holman Capital Corporation, as lessor ("Lessor"), the form of the Escrow Deposit Agreement, together the Disbursement Request Form and Certificate of Acceptance (collectively, the "Escrow Agreement"), and the proceedings taken by the Governing Body of the Lessee to authorize on behalf of the Lessee the execution and delivery of the Lease Agreement and the Escrow Agreement and the investment of the lease proceeds (if any) into the Permitted Investment (as such term is defined in the Escrow Agreement). The Lease Agreement and the Escrow Agreement, together with all documents, exhibits, certificates and attachments thereto are herein collectively referred to as the "Transaction Documents." Based upon the foregoing examination and upon an examination of such other documents and matters of law as I have deemed necessary or appropriate, I am of the opinion that: 1. The Lessee is a charter city and municipal corporation, which is duly established and validly existing under the Constitution and laws of the State of California and constitutes a "political subdivision" of the State as such term is defined under Section 103 of the Internal Revenue Code of 1986, as amended, with full power and authority to enter into the Transaction Documents. 2. The Transaction Documents have each been duly authorized, executed, and delivered by the Lessee. The Permitted Investment has been duly authorized by the Lessee. Assuming due authorization, execution and delivery thereof by Lessor, the Transaction Documents constitute legal, valid, and binding obligations of the Lessee, enforceable against the Lessee in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, moratorium or other laws or equitable principles affecting the enforcement of creditors' rights generally. 3. The Lessee has complied with any applicable public bidding requirements in connection with the Transaction Documents and the transactions contemplated thereby. The resolution adopted by the Governing Body of the Lessee authorizing the execution and delivery of the Transaction Documents, the SANTA ANA CITY COUNCIL Miguel A. Pulido Michele Martinez Vicente Sarmiento Jose Solorio P. David Benavides Juan Villegas Sal Tinajero Mayor Mayor Pro Tem, Ward 2 Ward 1 Ward 3 Ward 4 Ward 5 Ward 6 moulido@santa-ana.ora mimarlinez(Asanta-ane ora warm ento(Asantaena era 's o) Iono@sanfa-ana oro dbenavldes(dsanla-ane or ivilleoas(¢nsanta-ane ora Anther nlsano-ane ora