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12 <br />EXHIBIT B <br />FORM OF LESSEE'S COUNSEL OPINION <br />(To be copied ortyped on Counsel's Letterhead) <br />Gentlemen: <br />As City Attorney of the City of Paris, Texas ( "Lessee "), I have examined a duly executed original of the Municipal Lease <br />Agreement dated as of , 2014 (the "Agreement "), between Lessee and <br />( "Lessor ") and the proceedings taken by Lessee to authorize and execute the Agreement. Based upon such examination of law and <br />fact as I have deemed necessary or appropriate for purposes of the opinions set forth below, I am of the opinion that: <br />1. Lessee is a "qualified small issuer" for the 2014 calendar year within the meaning of Section 265(b)(C)(3) the Internal <br />Revenue Code of 1986, as amended (the "Code "). <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 franchise and ad valorem taxes of the State <br />of Texas. <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 />4. The Agreement is a legal, valid and binding obligation of Lessee, enforceable against Lessee in accordance with its terms, <br />subject to principles of governmental immunity, bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar <br />laws now or hereafter enacted relating to creditors' rights generally or by principles of equity which permit the exercise of judicial <br />discretion. <br />5. Any applicable public bidding requirements have been met. <br />6. All requirements of Texas law, including all counties, municipalities, villages, political subdivisions, etc. thereof with respect to <br />this Lease have been complied with respect to the Lease. <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 ofwhich 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 described in the Agreement orthe ability of <br />Lessee to perform its obligations under the Agreement, or question the validity of the Agreement. Further, Lessee is not in <br />default under any material obligation for the payment of borrowed money, for the deferred purchase price of property orfor the <br />payment of any rent under any lease agreement which, either individually or in the aggregate, would have the same <br />such effect. <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 />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 />This opinion is for the sole benefit of, and may be relied upon only by, you and any permitted assignee or sub - assignee of <br />Lessor, under the Agreement. <br />Sincerely yours, <br />