LESSEE’S COUNSEL’S OPINION
[To be provided on letterhead of Lessee's counsel.]
UBEO West LLC
3131 ESPLANADE
CHICO CA 95973
CITY OF BURBANK
275 EAST OLIVE AVENUE
BURBANK, CA 91502
RE: Agreement # 2047042 between City of Burbank and UBEO West LLC.
Ladies and Gentlemen:
We are counsel to City of Burbank ("Lessee"), in connection with Agreement #2047042, dated as of [insert date Agreement executed by City of Burbank], between City of Burbank, as Lessee, and UBEO West LLC, as Lessor, and any amendment or addendum thereto, if any (together, the “Agreement”). We have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion.
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.
2. Lessee has all requisite power and authority to enter into the Agreement and to perform its obligations thereunder.
3. All proceedings of Lessee and its governing body relating to the authorization and approval of the Agreement, 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.
4. The Agreement has been duly executed and delivered by Lessee and constitute legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with the terms thereof, except insofar as the enforcement thereof may be limited by any applicable bankruptcy, insolvency, moratorium, reorganization or other laws of equitable principles of general application, or of application to municipalities or political subdivisions such as the Lessee, affecting remedies or creditors' rights generally, and to the exercise of judicial discretion in appropriate cases.
5. As of the date hereof, based on such inquiry and investigation as we have deemed sufficient, no litigation is pending, (or, to our knowledge, threatened) against Lessee in any court (a) seeking to restrain or enjoin the delivery of the Agreement; (b) questioning the authority of Lessee to execute the Agreement, or the validity of the Agreement (c) questioning the constitutionality of any statute, or the validity of any proceedings, authorizing the execution of the Agreement; or (d) affecting the provisions made for the payment of or security for the Agreement.
This opinion may be relied upon by Lessor, its successors and assigns, and any other legal counsel who provides an opinion with respect to the Agreement.
Very truly yours,
By:
Name:
Title:
Dated:
Attachment 9