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EXHIBIT D-2 <br />FORM OF OPINION OF SPECIAL COUNSEL TO LESSEE <br />(TO BE TYPED ON LETTERHEAD OF COUNSEL) <br />[Closing Date] <br />City Council <br />City of San Leandro <br />835 East 14th Street <br />San Leandro, California 94577 <br />Banc of America Public Capital Corp, its successors and assigns <br />11333 McCormick Road <br />Mail Code: MD5 032 07 05 <br />Hunt Valley, MD 21031 <br />Attn: Contract Administration <br />OPINION: $7,624,924.00 aggregate principal amount of Rental Payment obligations of <br />the City of San Leandro under that certain Equipment Lease/Purchase <br />Agreement, dated as of January 22, 2021, by and between City of San <br />Leandro and Banc of America Public Capital Corp <br />Ladies and Gentlemen: <br />We have acted as special counsel to the City of San Leandro (the “City”) in connection with the <br />delivery by the City of the Equipment Lease/Purchase Agreement, dated as of January 22, 2021 <br />(the “Agreement”), by and between the City and Banc of America Public Capital Corp, as lessor <br />(the “Lessor”). The City is obligated under the Agreement to pay certain rental payments <br />thereunder (the “Rental Payments”) to Lessor. This opinion is being delivered in our capacity as <br />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 have <br />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 City <br />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 />1. The City is duly established and validly existing as a charter city under the laws of <br />the State of California, is a political subdivision of the State within the meaning of <br />Section 103(c) of the Internal Revenue Code of 1986, as amended (the “Code”) and the <br />obligations of Lessee under the Agreement constitute an obligation of Lessee within the meaning <br />of Section 103(a) of the Code, notwithstanding Section 103(b) of the Code. <br />316