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<br />OPINION OF COUNSEL <br /> <br />With respect to that certain Equipment Lease-Purchase Agreement (the "Lease") dated ADril 28. 1997 <br />between Associates Commercial Corporation ("Lessor") and Citv of Paris l"Lessee'1, I am of the opinion that <br />(i) Lessee is [ a political subdivision]" [a body corporate and politic and public instrumentality]" [an agency]- of <br />the state of Texas (the "state"), duly organized, existing and operating under the Constitution and laws of <br />State; (ii) Lessee has full power and authority under the constitution and laws of State to enter into the Lease <br />and to perform all of its Obligations thereunder; (iii) the officer of Lessee executing the Lease has been duly <br />authorized to execute and deliver the Lease; (iv) the execution, delivery and performance of the Lease have <br />been duly authorized and approved by all persons, govemmental bodies and agencies necessary to authorize <br />and approve the Lease; (v) the Lease has been duly authorized, approved and executed by and on behalf of <br />Lessee and is a valid and binding contract of Lessee enforceable in accordance with its terms, except to the <br />extent limited by State laws affecting remedies and by bankruptcy, reorganization or other laws of general <br />application relating to or affecting the enforcement of creditor's rights; (vi) all required public bidding procedures <br />regarding the award of the Lease have been followed by Lessee and no govemmental orders, permissions, <br />consents, approvals or authorizations are required to be obtained, and no registrations or declarations are <br />required to be filed, in connection with the execution and delivery of the Lease; (vii) the execution, delivery and <br />performance of the Lease and the appropriation of moneys to pay the Lease Payments coming due under the <br />Lease do not violate any federal, State or local or other govemmental law or ordinance, or any order, writ, <br />injunction, decree, rule or regulation of any court or other govemmental agency or body applicable to Lessee, <br />including, without limitation, any constitutional, statutory 'Or other limitation relating to the manner, form or <br />amount of indebtedness which may be incurred by Lessee; and (viii) there is no litigation, action, suit or <br />proceeding pending or before any court, administrative agency, arbitrator or govemmental body, that challenges <br />the authority of Lessee or its officers or its employees to enter into the Lease, the proper authorization, approval <br />and execution of the Lease and the other documents described above, the appropriation of money to make <br />Lease Payments under the Lease for the current fiscal period of Lessee, or the ability of Lessee otherwise to <br />perform its obligations under the Lease and the transactions contemplated hereby. <br /> <br />Any assignee or subassignee of all or part of Lessor's right, title and/or interest in and to the Lease shall be <br />entitled to rely on this opinion as though it were addressed directly to any such assignee or subassignee. <br /> <br /> <br />Counsel for Lessee: X <br /> <br />By: <br /> <br /> <br />City Attorne <br /> <br />T. K. Baynes <br /> <br />Title: <br /> <br />Date: <br /> <br />1997 <br /> <br />pags: 7 of 7 <br />Document: lexssagr.doc rev.0397 <br />