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<br />EXHIBIT B <br />LEGAL COUNSEL OPINION <br /> <br />Date: <br /> <br />December 12, 1994 <br /> <br />TYMCO, Inc. <br /> <br />P.O. Box 236B <br /> <br />Waco, TX 76703 <br /> <br />RE: <br /> <br />City of Paris <br /> <br />Texas' <br /> <br />, Lease/Purchase <br /> <br />Agreement dated as of <br /> <br />December 1 2 <br /> <br />, 1994 <br /> <br />, with <br /> <br />TYM<X>. Inc. <br /> <br />'Gentlemen: <br /> <br />As legal counsel to <br />have examined (1) an <br /> <br />City of Paris <br />executed counterpart <br /> <br />, (the IIDuyer'I), I <br />of a certain Equipment Lease/Purchase <br /> <br />, <br />" <br /> <br />Agreement (the "Agreement") dated <br /> <br />December 1 2 <br /> <br />, 19 <br /> <br />94 <br /> <br />, by and <br /> <br />between TYM<X>, Inc. <br />which, ,inter alia, provides <br /> <br />, as Seller, and the Buyer, <br />for the sale to and purchase by the Buyer of certain <br /> <br />property (the "Property"), (2) an executed counterpart of Resolution No. <br /> <br />, 19 , of the Duyer which, inter alia, <br />execute the Agreement and (3) such other opinions, documents. <br />have deemed neccDDary in connection with the following <br /> <br />., <br /> <br />dated <br />authorizes the Buyer to <br />and matters of law aD I <br />opinions. <br /> <br />Based upon the foregoing, it is my opinion that: <br /> <br />(1) The Buyer ia a municipal corporation, duly organized and exioting under the laws <br /> <br />of the State of Texas , with the requisite power and <br />authority to incur obligations the interect on which are exempt from taxation by <br />virtue of section 103 of the Internal Revenue Code of 1954, as amended, to <br />purchase the Property and to execute, deliver and perform its obligationo under <br />the Agreement; <br /> <br />(2) The Agreement and the other documents either attached thereto or required <br />therein have been duly authorized, approved and executed by and on behalf of the <br />Buyer and the Agreement ia a valid and binding obligation of th~ Buyer <br />enforceable in accordance with ita termo; <br /> <br />(3) The authorization, approval and execution of the Agreement and all other <br />proceedings of the Buyer relating to the transactions contemplated thereby.have <br />been performed in accordance with all open meeting lawo, public bidding lawo and <br />all other applicable otate or federal laws; <br /> <br />, ' <br /> <br />,\ <br />