08-A Municipal Lease Agreement for purchase of equipment

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12 EXHIBIT B FORM OF LESSEE'S COUNSEL OPINION (To be copied or typed on Counsel's Letterhead) Gentlemen: As counsel for ("Lessee"), we have examined a duly executed original of the Municipal Lease Agreement dated as of , 200_ (the "Agreement"), between Lessee and ("Lessor") and the proceedings taken by Lessee to authorize and execute the Agreement. Based upon such examination of law and fact as we have deemed necessary or appropriate for purposes of the opinions set forth below, we are of the opinion that: 1. Lessee is a qualified amended (the "Code"). , within the meaning of the Internal Revenue Code of 1986, as 2. The interest component of the rental payments as set forth in the Schedule of Payments executed pursuant to the Agreement is exempt from Federal income tax under Section 103 of the Code, and from income and ad valorem taxes of the State of Texas. 3. The Agreement has been duly authorized, executed and delivered by Lessee pursuant to all necessary constitutional, statutory and governing body approvals. 4. The Agreement is a legal, valid and binding obligation of Lessee, enforceable against Lessee in accordance with its terms. 5. Any applicable public bidding requirements have been met. 6. All requirements of Texas law, including all counties, municipalities, villages, political subdivisions, ect. Thereof with respect to this Lease have been complied with respect to the Lease. 7. There are no pending actions or proceedings to which Lessee is a party, and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any public body, court, arbitrator or administrative agency, which either individually or in the aggregate, would materially adversely affect the transaction contemplated by the Agreement or the ability of Lessee to perform its obligations under the Agreement, or question the validity of the Approval. Further, Lessee is not in default under any material obligation for the payment of borrowed money, for the deferred purchase price of property or for the payment of any rent under any lease agreement which, either individually or in the aggregate, would have the same such effect. 8. The Equipment leased pursuant to the Agreement constitutes personal property and when subjected to use by Lessee will not be or become fixtures under applicable law. 9. The Lease has been designated by the Lessee as a "qualified tax-exempt obligation" under Section 265(b)(3)(B) of the Code. This opinion is for the sole benefit of, and may be relied upon only by, you and any permitted assignee or subassignee of Lessor under the Agreement. Sincerely yours,