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EXHIBIT D-1 FORM OF OPINION OF GENERAL COUNSEL TO LESSEE (TO BE TYPED ON LETTERHEAD OF COUNSEL) [Closing Date] Banc of America Public Capital Corp 11333 McCormick Road Mail Code: MD5-032-07-05 Hunt Valley, MD 21031 Attn: Contract Administration Re: Equipment Lease/Purchase Agreement, dated as of January 22, 2021, by and between Banc of America Public Capital Corp, as Lessor, and the City of San Leandro, California, as Lessee Ladies and Gentlemen: As legal counsel to the City of San Leandro, California (“Lessee”), I have examined (a) an executed counterpart of that certain Equipment Lease/Purchase Agreement, dated as of January 22, 2021, and Exhibits thereto by and between Banc of America Public Capital Corp (“Lessor”) and Lessee (the “Agreement”), which, among other things, provides for the lease of certain property (the “Equipment”) and a certain Escrow and Account Control Agreement dated as of January 22, 2021 by and among Lessor, Lessee, and Bank of America, N.A. as Escrow Agent (the “Escrow Agreement”), the Installation Agreement dated September 21, 2020, between the Lessee and Climatec, LLC (“Climatec”), as amended and modified by that certain Memorandum of Understanding dated as of January 22, 2021 (the “MOU”), among the Lessor, the Lessee and Climatec (collectively, the “Climatec Contract(s)”), (b) an executed counterpart of the ordinances or resolutions of Lessee with respect to authorization of the transaction contemplated by the Agreement, the Escrow Agreement, the Climatec Contract(s) and documents related thereto and (c) such other opinions, documents and matters of law as I have deemed necessary in connection with the following opinions. The Agreement, the Escrow Agreement, Climatec Contract(s) and the documents relating thereto are herein collectively referred to as the “Transaction Documents”. Based on the foregoing, I am of the following opinions: 1.Lessee is a charter city, duly organized and existing under the laws of the State. 314