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EXHIBIT D FORMS OF OPINIONS OF COUNSEL TO LESSEE <br />(to be typed on letterhead of counsel) <br />FORM OF OPINION OF CITY ATTORNEY <br />[Closing Date] <br /> City of San Leandro <br />________ <br />________ <br /> <br />Bank of America, National Association, and its successors and assigns <br />Hunt Valley, Maryland <br /> <br /> OPINION: $______ aggregate principal amount of Rental Payment obligations of the <br />City of San Leandro under that certain Equipment Lease/Purchase <br />Agreement, dated as of July __, 2016, by and between City of San Leandro <br />and Bank of America, National Association <br /> <br />Ladies and Gentlemen: <br />I am the City Attorney for the City of San Leandro, California (the “City”), and in that <br />connection I have examined certain records reflecting the actions taken by the City pertaining to <br />the authorization, execution and delivery by the City of the following agreements (collectively, <br />the “City Documents”): (i) Equipment Lease/Purchase Agreement, dated as of _______, 2016 <br />and exhibits thereto, by and between the City and Bank of America, National Association (the <br />“Lessor”), and (iii) Escrow and Account Control Agreement, dated as of _________, 2016, by <br />and between the City, Lessor and Bank of America, National Association, as escrow agent (the <br />“Escrow Agent”). This opinion is being delivered in my capacity as the City Attorney to the <br />City and not as counsel to the other addressee. <br /> <br />Based upon such examination, I am of the following opinions: <br /> <br />1. The City is duly established and validly existing as a charter city under the laws <br />of the State of California, and has full power and authority to enter into the City Documents and <br />to perform its duties and obligations thereunder. <br />199