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FORM OF OPINION OF SPECIAL COUNSEL <br /> <br /> <br />[Closing Date] <br /> <br /> City Council <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 /> <br />We have acted as special counsel to the City of San Leandro (the “City”) in connection <br />with the delivery by the City of the Equipment Lease/Purchase Agreement, dated as of <br />_________, 2016 (the “Agreement”), by and between the City and Bank of America, National <br />Association (the “Lessor”). The City is obligated under the Agreement to pay certain rental <br />payments thereunder (the “Rental Payments”) to Lessor. This opinion is being delivered in our <br />capacity as special counsel to the City, and not as counsel to the other addressee. <br />We have examined the Agreement and such other documents and matters of law as we <br />have deemed necessary in connection with the following opinions. <br />As to questions of fact material to our opinion, we have relied upon representations of the <br />City contained in the Agreement, and in certified proceedings and other certifications of public <br />officials furnished to us, without undertaking to verify the same by independent investigation. <br />Based upon the foregoing, we are of the opinion, under existing law, as follows: <br /> <br />1. The City is duly established and validly existing as a charter city under the laws <br />of the State of California. <br />2. The City has the power to enter into the Agreement and perform the obligations <br />on its part to be performed that are contained therein. <br />201