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