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FORM OF OPINION OF LESSEE.'S COUNSEL (PLEASE FURNISH THIS TEXT ON ATTORNEY'S LETTERl-IEAD) (Date of Lease Agreement] I Wells Fargo Financial Leasing, Ine, 400 loCUSI Stree'" Sulla 500 Des Moines, Iowa 50309 Re: Eq u i~ment Lease Agreemenl No. dalad l.adles and Gentlemen: As wunsel for _ ("Lessee"), I tLave examll1ed that certain Equ;pmerll Lease Agreement No. _ duly exeC:Ullld by Lessee and daled _ {the "Leas'''), between lessee iilnd Wells Fargo FinanCial LeasIng, Inc.. as leSSor, and lhe proceeC:ings Iakel1 by the goveming body of Lessee to alAlho,ize on behalf 0/ Lessee the execution atld delivery of the Le&ge, Based upon the foregoing ilX3minalion and upon an e~aminatian of such other documenl.S and matter:; of law a9 I have deemed nece5sary Qr appropria1e, I am of the opinion !hat: .r 1 , Lessee is a public body corpora19 and politic, lluly organized a ~O;I el(isti ng under lhe laws of 1I1e Slate of ~' or has 8 5ubSlantial amount of one of the folklwing sovereign jXIwers: (1iI) the power to tal(, (b) the power of eminent domain, or (c) police power- 2. Lessee h<lS tI1e reQuisite power and auttLonty to lease and aCClulte It'ie EqIJipmenl with aTl option 10 purchase and to ellQwle alld deliver !he Lease and to perfoon i15 Qblig;loon5 llf'lller the Lea5e. 3, The Lease has been duly autl'lorlzed, elCecuted and de~ivered by Lessee lInd the Le:olse oonstib.iter. a legal, valid an{J binding obligation of lessee, enforceable against Lessee in aocordiilnce w;1h Its terms. subject 10 any applicable bankruptcy, Insolvem:y. moratorium or other laws or equilable prlnciple5 affectlng !he emuroemenl of creditors' rlgtLls generally, 4, The authorization, approval, elleC\ltion ami deli....ery of the lease and a" olher ptoceedings of Lessee's gcw!mill(; bOdy relating 10 the trilnsacdons contempla~ll by the Lease have been performed in acoordanca with all open meeting laws. public bitldlng laws and all Ol~er applicable stab! laws and all actions, apptovals, aulhorlzalions and coflsenls necessary to authorize Lessee's execution, deli~ery and perfOfmance 0/ the Le..~ have occurre-d 01" been obtained. I 5. No litigation or proceedlflg is pending or, to the bes.t of my knowledge, threaleneCl to re$traln or enjoin the e~~ClJlion. deli....ery 01 performar'lCEI by Lessee of !he Lease or in any way to contest lhe validi~ of the lease. to COTllest or q lJestion the t:reatil)r1 or el(istence or Lessee or its goveminy body or the authority or ability of Lessee to eKeDJte or deliver lI1e Lease or to oomply with or perform its obligatiom; lhetllundeL There is no litlga~on pending or, to the best of my knowledge. tt\reatened seeking to restrain or enjoin Lessee from aTlnua'ly appropnaUng sufficient ful\ds to pay the loase pa~enl$ or other amouf'lts contemplated by lI1e Lease. , . 6. The entering Inlo and performanoe of the Lease does nol a.,d will !lOt violate any judgment, order, law or regulation applicable to Le5~e or result in any breach of, or oon5til!,J~ a default under, or result in !he creation of any lian. chaige, 5~CUritv interest Or other encllmblOlnce upon any assets of Less.ee or (In the Equipment (as such lenn Is defined In 1I1e Lease} pUT1!.uant to <lny indentlAre, mortgage, deed of !rust, bank loan or credit agreemeJlt or olher il1s1l'umillnt to willen Lessee is a party or by which It or ils a55ets may ~ bound, 7, The L€lssee's name lXlII1tained In the Lease ~ the Lessee's oorrecr legal flame. Thi3 opinion m.:lY be relied L1pOO by pu rchasers and assignees or LessOr's I nlerests in lI1e lease. Re3p,eQtfully supm~ed. jl/~,{/! / /"-", -[, Artomey ! I jl156631J.....