8F Consent 2009 1116 - Laserfiche WebLink

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SAMPLE FORM OF OPINION OF COUNSEL (To Be Typed on Attorney's Letterhead Stationary) Date: Lessee: «LesseeName» Lessor: Oshkosh Capital Re: Lease Schedule No. «LeaseNumber» dated «SystemDate», together with its Master Lease- Purchase Agreement dated «SystemDate», by and between the above-named Lessee and the above-named Lessor Gentlemen: I have acted as counsel to Lessee with respect to the Lease Schedule, the Master Lease-Purchase Agreement and all other agreements described above or related thereto (collectively, the "Agreements') and various related matters, and in this capacity have reviewed a duplicate original or certified copy of the Agreements and such other documents as I have deemed necessary for the purposes of this opinion. Based upon the examination of such documents, it is my opinion that: 1. Lessee is a political subdivision of the State of (the "State") duly organized, existing and operating under the Constitution and laws of the State. 2. Lessee is authorized and has power under State law to enter into all of the Agreements, and to carry out its obligations thereunder and the transactions contemplated thereby. 3. The Agreements and all other documents related thereto have been duly authorized, approved, and executed by and on behalf of Lessee, and each of the Agreements is a valid and binding contract of Lessee enforceable in accordance with its terms, except to the extent limited by State and Federal law affecting creditor's remedies and by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights. 4. The authorization, approval and execution of the Agreements and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all applicable Local, State and Federal laws (including open meeting laws and public bidding and property acquisition laws). 5. To the best of my knowledge, there is no litigation or proceeding pending before any court, administrative agency or governmental body, that challenges: the organization or existence of Lessee; the authority of its officers; the proper authorization; approval and execution of any of the Agreements or any documents relating thereto; the appropriation of monies to make payments under the Agreements for the current fiscal year; or the ability of Lessee otherwise to pertorm its obligations under the Agreements and the transactions contemplated thereby. 6. Lessee is a political subdivision of the State as referred to in Section 103 of the Internal Revenue Code of 1986, as amended, and the related regulations and rulings thereunder. Lessor, its Assignee and any of their assigns may rely upon this opinion. Very truly yours, Attorney