1995-004-RES WHEREAS, CITY COUNCIL DID AT ITS SPECIAL MEETING ON SEPTEMBER 19 1994

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