CITY OF HUNTINGTON BEACH Mike Vigliotta
Chief Assistant City Attorney
OFFICE
Community Prosecutor
of the
CITY ATTORNEY
Sr. Deputy Cry Atoney
P.O. Box 190
Michael E. Gates 2000 Main Street
City Attorney St. Deputy Cil AlSay
Hamington e tien 2648.
February 2, 2022
Lessee: CITY OF HUNTINGTON BEACH
Lessor: JPMORGAN CHASE BANK, N.A.
Re: Lease Schedule No. 1000148333 dated February 2, 2022 together with its Master Lease-Purchase Agreement dated as of February 5, 2016 by and between the above-named Lessee and the above-named Lessor and the Escrow Agreement dated February 2, 2022 relating to the foregoing.
Dear Sir/Madam:
I have acted as counsel to Lessee with respect to the Lease Schedule and its Addenda, the Master Lease-Purchase Agreement and its Addenda, and all other agreements described above or related thereto (collectively, the "Agreements") and various related matters, and in this capacity have reviewed a duplicate original or certified copy of the Agreements and such other documents as I have deemed necessary for the purposes of this opinion.
Based upon the examination of such documents, it is my opinion that:
1. Lessee is a political subdivision of the State of CA (the "State") duly organized, existing and operating under the Constitution and laws of the State.
2. Lessee is authorized and has power under State law to enter into all of the Agreements, and to carry out its obligations thereunder and the transactions contemplated thereby.
3. The Agreements and all other documents related thereto have been duly authorized, approved and executed by and on behalf of Lessee, and each of the Agreements is a valid and binding contract of Lessee enforceable in accordance with its terms, except to the extent limited by State and Federal laws affecting 274116/22-10860
Re: Lease Schedule No. 1000148333
February 4, 2022
creditor's remedies and by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights.
4. The authorization, approval and execution of the Agreements and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all applicable Local, State and Federal laws (including open meeting laws and public bidding and property acquisition laws).
5. To the best of my knowledge, there is no litigation or proceeding pending before any court, administrative agency or governmental body, that challenges: the organization or existence of Lessee; the authority of its officers; the proper authorization, approval and execution of any of the Agreements or any documents relating thereto; the appropriation of monies to make payments under the Agreements for the current fiscal year; or the ability of Lessee otherwise to perform its obligations under the Agreements and the transactions contemplated thereby.
6. Lessee is a political subdivision of the State as referred to in Section 103 of the Internal Revenue Code of 1986, as amended, and the related regulations and rulings thereunder.
Lessor, its Assignee and any of their assigns may rely upon this opinion.
Very truly yours,
Michael J. Vigliotta
Chief Assistant City Attorney
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