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MUNICIPAL LEASE-PURCHASE AGREEMENT – PAGE 10 <br /> <br />[to be retyped on letterhead of lessee's counsel] <br /> <br /> <br /> <br />County of Kittitas <br />205 West 5th Avenue, Suite 105 <br />Ellensburg, WA 98926 <br /> <br />Government Capital Corporation <br />345 Miron Drive <br />Southlake, TX 76092 <br /> <br />Re: Municipal Lease-Purchase Agreement dated as of May 2, 2017, by and between Government Capital Corporation <br />and County of Kittitas <br />Ladies and Gentlemen: <br /> I have acted as counsel to Lessee with respect to the Municipal Lease-Purchase Agreement described above (the Lease) and <br />various related matters, and in this capacity have reviewed a duplicate original or certified copy of the Lease and the Exhibits <br />attached thereto. Based upon the examination of these and such other documents as I deem relevant, it is my opinion that: <br /> 1. Lessee is a political subdivision or agency of the State of Washington, duly organized, existing and operating under the <br />Constitution and laws of the State. <br /> 2. Lessee is authorized and has power under applicable law to enter into the Lease, and to carry out its obligations <br />thereunder and the transactions contemplated thereby. <br /> 3. The Lease has been duly authorized, approved, executed and delivered by and on behalf of Lessee, and is a valid and <br />binding contract of Lessee enforceable in accordance with its terms, except to the extent limited by State and Federal laws affecting <br />remedies and by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ <br />rights. <br /> 4. The authorization, approval and execution of the Lease and all other proceedings of Lessee relating to the transactions <br />contemplated thereby have been performed in accordance with all applicable open meeting, public bidding and all other laws, rules <br />and regulations of the State. <br /> 5. The execution of the Lease and the appropriation of moneys to pay the Lease Payments coming due thereunder do not <br />result in the violation of any constitutional, statutory or other limitation relating to the manner, form or amount of indebtedness <br />which may be incurred by Lessee. <br /> 6. There is no litigation, action, suit or proceeding pending or before any court, administrative agency, arbitrator or <br />governmental body, that challenges the organization or existence of Lessee; the authority of Lessee or its officers or its employees to <br />enter into the Lease; the proper authorization, approval and/or execution of the Lease, Exhibits thereto and other documents <br />contemplated thereby; the appropriation of moneys to make Lease Payments under the Lease for the current fiscal year of Lessee; <br />or the ability of Lessee otherwise to perform its obligations under the Lease and the transactions contemplated thereby. <br /> 7. Resolution No. ______ of the governing body of Lessee, was duly and validly adopted by such governing body on <br />__________________, 20__, and such resolution has not been amended or repealed and remains in full force and effect. <br /> This opinion may be relied upon by any entity to which Lessor has assigned the right to receive Lease Payments under the <br />Lease, to the same extent as if this opinion were addressed to such entity. <br /> Dated: ________________, 20__. <br />Very truly yours, <br /> <br /> <br />