1991-114-RES WHEREAS, the City Council of the City of Paris, did at its special meeting on September 26, 1991, in

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EXHIBIT B LEGAL COUNSEL OPINION Agreement #911114 Date: __~~~:~:=_}~!_}~~}_________ __!r~~QL_!~~L_________________________ __fL_QL_~2!_Z~~~______________________ __~!~2L_!~!!~_1~1Q~=Z~~~______________ RE: City of Paris, Paris Texas Lease/Purchase ----------------------------, --------------------------, Agreement dated as of __NQy~~~~~_l~_______________, 19~_~___, with __T_~C_O~_}_~c~_____ Gentlemen: As legal counsel to ______~~~L~~_~~':~::_________________________, (the "Buyer"), 1 have examined (1) an executed counterpart of a certain Equipment Lease/Purchase Agreement (the "Agreement") dated __!!~':~'!:~~':._~~______________, 19}}.___, by and between ____rr~~2~_!~~~_________________________________, as Seller, and the Buyer, which, inter alia, provides for the sale to and purchase by the Buyer of certain property (the "Property"), (2) an executed counterpart of Resolution No. .2L-J-L4____ dated ____~2Y~~~!_____!!_______, 19__~__, of the Buyer which, Inter alia, authorizes the Buyer to execute the Agreement and (3) such other opinions, documents and matters of law as I have deemed necessary in connection with the following opinions, Based upon the foregoing, it is my opinion that: (1) The Buyer is a Municipal Corporation duly organized and existing under the laws of the State of __r~~~~_____________________, 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 the 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;