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EXHIBIT B LEGAL COUNSEL OPINION Date: December 12, 1994 TYMCO, Inc. P.O. Box 2368 Waco, TX 76703 RE: City of Paris I Texas' Leane / Purchase Agreement dated an of December 12 , 19 94 , with TYMCO Inc. ,.Gentlemen: An legal counsel to City of Paris ' (the "Buyer "), I have examined (1) an executed counterpart of a certain Equipment Lease /Purchase Agreement (the "Agreement ") dated December 12 19 94 by and 'etween TYMCO, Inc. as Seller, and the Buyer, ,hich, inter alia, provides for the sale to and purchase by the Buyer of certain property (the "Property "), (2) an executed counterpart of Resolution No. dated , 19 , of the Buyer which, inter alia, authorizes the Buyer to execute the Agreement and (3) such other opinions, document©. and mattere 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 Texas , 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 trannactions contemplated thereby have been performed in accordance with all open meeting laws, public bidding lawn and all other applicable state or federal laws;