October 15, 2012 - City of Laredo

Banc of America Public Capital Corp
1 1333 McCormick Road
Mail Code: MD5-032-07-05
Hunt Valley, MD 2 103 1
Attn: Contract Administration
FORM OF OPINION OF COUNSEL TO LESSEE
(to be typed on letterhead of counsel)
Re: Equipment Leaselpurchase Agre
Banc of America Public Capital
as Lessee
Ladies and Gentlemen:
November 13,2012
As legal counsel to the City "), we have examined (a) an
ent, dated as of November
ital Corp ( "Lessor ")
the lease of certain
Account Control Agreement
onal Trust Company, as Acquisition Fund
ement"), (b) an executed
counterpart of the r ction contemplated by the
cuments related thereto and (c) such other
e deemed necessary in connection with the
ent and the documents
y as the "Transaction Documents."
we are of the following opinions:
c body corporate and politic, duly organized and existing under
the laws of the and is a political subdivision of a state within the meaning of
Revenue Code of 1986, as amended (the "Code") and the
Agreement will constitute an obligation of Lessee within the
meaning of Section 103(a) of the Code, notwithstanding Section 103(b) of the Code.
2. Lessee has the requisite power and authority to lease and acquire the Equipment
and to execute and deliver the Transaction Documents and to perform its obligations under the
Transaction Documents.