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EXHIBIT D OPINION OF COUNSEL TO LESSEE (to be typed on letterhead of counsel) Bank of America, N.A. 2059 Northlake Pkwy., 4th Floor Tucker, Georgia 30084 Re: [Amendment No to] Schedule of Property No. , dated , to Master Equipment Lease /Purchase Agreement, dated as of , between Bank of America, N.A., as Lessor, and , as Lessee Ladies and Gentlemen: As legal counsel to _ ( "Lessee "), I have examined (a) an executed counterpart of a certain Master Equipment Lease /Purchase Agreement, dated as of , and Exhibits thereto by and between Bank of America, N.A. ( "Lessor ") and Lessee (the "Agreement ") and an executed counterpart of Schedule of Property No. , dated by and between Lessor and Lessee (the "Schedule "), which, among other things, provides for the lease of certain property listed in the Schedule (the "Equipment ") and a certain Acquisition Fund and Account Control Agreement among Lessor, Lessee, and .__ as Acquisition Fund Custodian, dated , (b) an executed counterpart of the ordinances or resolutions of Lessee which, among other things, authorize Lessee to execute the Agreement and the Schedule and (c) such other opinions, documents and matters of law as I have deemed necessary in connection with the following opinions. The Schedule and the terms and provisions of the Agreement incorporated therein by reference together with the Rental Payment Schedule attached to the Schedule[, as amended by Amendment No. thereto,] are herein referred to collectively as the "Lease ", and the Lease and the Acquisition Fund and Account Control Agreement are referred to collectively as the "Transaction Documents." Based on the foregoing, I am of the following opinions: 1. Lessee is a public body corporate and politic, duly organized and existing under the laws of the State, and [has a substantial amount of the following sovereign powers: (a) the power to tax, (b) the power of eminent domain, and (c) police power] [is a political subdivision of a state within the meaning of Section 103(c) of the Internal Revenue Code of 1986, as amended (the "Code ") and the obligations of Lessee under 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 Lease. #765386v1A (BAPCC /Gov't Entity Master Lease) D -1 (DISTRIBUTION COPY)