BANC OF AMERICA LEASING & CAPITAL LLC - EQUIP LEASE AGMT 2005

fil THE CITY OF Ee rr_ Ia.Joon:my' „ up: n .r. r u III P L E ASANTONC OPINION OF COUNSEL TO LESSEE Bank of America,N.A. 2059 Northlake Pkwy., 3rd FL North Tucker, GA 30084 Re: Schedule of Property No. 003,dated September 30, 2011,by and between Bank of America,N.A., as Lessor and City of Pleasanton, CA, as Lessee, incorporating the terms of that certain Master Equipment Lease/Purchase Agreement,dated as of April 21,2005, between Banc of America Leasing&Capital, LLC,and City of Pleasanton, CA,as Lessee Ladies and Gentlemen: As legal counsel to City of Pleasanton, CA ("Lessee"), I have examined (a) an executed counterpart of a certain Master Equipment Lease/Purchase Agreement, dated as of April 21, 2005, and Exhibits thereto by and between Banc of America Leasing& Capital, LLC,and Lessee (the "Agreement")and an executed counterpart of Schedule of Property No. 003, dated September 30,2011,by and between Bank of America,N.A. ("Lessor")and Lessee(the "Schedule"),which, among other things, provides for the lease of certain property listed in the Schedule(the "Equipment")and(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 are herein referred to collectively as the"Lease", and the Lease is 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 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. P. O. Box 520, Pleasanton, CA 94566-0802 123 Main Street City Manager City Attorney Economic Development City Clerk (92519: 11.500' 192251931-5015 157 Main Street 1925i 931-5027 Fax: 931-5402 I-ax: 931-5482 19251933-5038 Fax: 931-54911 #219845v12(Gov't Entity Master Lease) FfPx. 931-5476