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<br />(LEGAL OPINION OF LESSEE'S COUNSEL) <br />(TO BE TYPED ON LETTERHEAD OF COUNSEL FOR BUY.ER) <br /> <br />City First Financial Company <br />Post Office Box 10531 <br />Conway. Arkansas 72032 <br /> <br />RE: Equipment Lease-Purchase Agreement dated as of <br />Lease Number: . 8Q041Q <br />__ r.i ty nf' P::.ri R <br /> <br />04/19/89 and all ancillary documents thereto. so numbered as <br />by, and between City First Financial Company, as Lessor, and <br />. as l.essee. <br /> <br />Gentlemen: <br /> <br />I am attorney fot ("Lessee"), and, pursuant to the <br />above referenced transaction,. am familiar with the above referenced Equipment Lease-Purchase Agreement(the UAgreementtt). <br /> <br />Based on the examination of the Agreement and such other document", records and papers as I deemed to be relevant <br />and necessary as the basis for my opinion set forth below, it is my opinion that: <br /> <br />1. L,ssee isa political subdivision, as such term is defined in Section 103 of the Internal Revenue Code and the Regulations <br />thereunder, empowered to issue obligalionssuch as the Agreement on behalfof the foregoing entity. and the Lessee is authorized <br />by the Constitution and the laws of the State of '1'P.YJIIR to enter into tranlOactions comtemplated by the <br />Agreement and to carry out its obligations thereunder. <br /> <br />2. The Agreement has been duly authorized, executed and delivered by Lessee and constitutes a valid. legal and binding obligation <br />of Lessee enforceable in accordance with its terms. <br /> <br />3. No further approval. consent or withholding of objt:ctions is required from any federal, state or local government authority <br />with respect of the Agreement to the entering into or performance by the Lessee and the transactions contemplated thereby. <br /> <br />4. The entering into and performance of the Agreement and other related documents will not violate any judgment, order. law <br />or regulation applicable to Lessee or result in any breach of. or constitute a default under, or result in the creation of any lien. <br />charge. security interest or other encumbrance upon any assets of l.essee or the leased equipment pursuant to any indenture. <br />mortgage, deed of trust. bank loan. credit agreement or other instrument to which Lessee is a party or by which it or its assets may <br />be bound. <br /> <br />S. There are no actions. suits or proceedings pending or, to the knowledge of l.es:ioee. threatened against or affecting lessee in <br />any court or before any governmental commission, board or authority, which, if adversly determined. will have a material advc:r60e <br />effect on the ability of Lessee to perform its obligations under the Agreement. <br /> <br />6. The equipment subject to the Agreement is personal property and when subjected to use by Lessee. will not be or become fixtures <br />under: the laws of the State in which Lessee i~ located. <br /> <br />7. All required public biddingproceduresregard.ing acquisition of the leased equipment and the l:twardoftheAgreement,have been <br />followed by the Lessee. <br /> <br />Sincerely. <br /> <br />8y: <br /> <br />Title: <br /> <br />Date: <br />