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EXHIBIT 2 Lessee's Counsel's Opinion [To be provided on letterhead of Lessee's counsel] February 10, 2016 U S Bancorp Government Leasing and Finance, Inc 13010 SW 68th Parkway, Suite 100 Portland, OR 97223 City of Pleasanton P 0 Box 520 Pleasanton, CA 94566 Attention Charly Yang RE Property Schedule No 1 to Master Tax-Exempt Lease/Purchase Agreement between U S Bancorp Government Leasing and Finance, Inc and City of Pleasanton Ladies and Gentlemen We have acted as special counsel to City of Pleasanton ("Lessee"), in connection with the Master Tax-Exempt Lease/Purchase Agreement, dated as of February 10, 2016(the"Master Agreement"), between City of Pleasanton, as lessee, and U S Bancorp Government Leasing and Finance, Inc as lessor("Lessor"), and the execution of Property Schedule No 1 (the"Property Schedule") pursuant to the Master Agreement We have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion All capitalized terms not otherwise defined herein shall have the meanings provided in the Master Agreement and Property Schedule As to questions of fact material to our opinion, we have relied upon the representations of Lessee in the Master Agreement and the Property Schedule and in the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation Based upon the foregoing,we are of the opinion that, under existing law 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 one or more of the following sovereign powers (a) the power to tax, (b) the power of eminent domain, and (c)the police power 2 Lessee has all requisite power and authority to enter into the Master Agreement and the Property Schedule and to perform its obligations thereunder 3 The execution, delivery and performance of the Master Agreement and the Property Schedule by Lessee has been duly authorized by all necessary action on the part of Lessee 4 All proceedings of Lessee and its governing body relating to the authorization and approval of the Master Agreement and the Property Schedule, the execution thereof and the transactions contemplated thereby have been conducted in accordance with all applicable open meeting laws and all other applicable state and federal laws 5 Lessee has acquired or has arranged for the acquisition of the Property subject to the Property Schedule, and has entered into the Master Agreement and the Property Schedule, in compliance with all applicable public bidding laws 6 Lessee has obtained all consents and approvals of other governmental authorities or agencies which may be required for the execution, delivery and performance by Lessee of the Master Agreement and the Property Schedule