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<br /> <br />.1 .egal Department <br /> <br />April 1, 2004 <br /> <br />Wells Fargo Brokerage Services, LLC <br />Public Finance Division <br />1740 Broadway, MAC C7300-011 <br />Denver, Colorado 80274 <br /> <br />Ladies and Gentlemen: <br /> <br />As counsel for the City of San Marcos ("Lessee"), I have examined the Governmental <br />Lease-Purchase Master Agreement between the Lessee and Wells Fargo Brokerage Services, <br />LLC ("Lessor"), dated as of January 22, 2004 and the Supplement dated April 1, 2004 <br />(collectively, the "Agreement"), and such other documents, instruments and records as I have <br />considered relevant. Based upon such examination, and such research and investigation as I <br />deemed necessary, I am of the opinion that: <br /> <br />1) The Agreement has been duly authorized, executed and delivered by the Lessee in <br />accordance with all laws, rules, regulations and in conformity with all legal procedures governing <br />the transaction contemplated by the Agreement, and upon execution of the Agreement and <br />related documents by authorized officers of the Lessor, the Agreement will constitute a valid and <br />binding agreem~nt enforceable in accordance with its terms and will represent a valid, deferred <br />payment obligation for the amounts and in the manner those amounts are to be paid as set forth <br />therein. <br /> <br />2) No approval, consent or withholding of objection is required, to the knowledge of the <br />undersigned, from any governmental body or authority or any other person, firm or corporation <br />with respect to the entering into or performance by the Lessee of the terms of the Agreement and <br />the transaction contemplated thereby, or if any such approval is required, it has been obtained. <br /> <br />3) The entering into and performance of this Agreement will not, to the knowledge of the <br />undersigned, violate any judgment, order, law or regulation applicable to the Lessee, or result in <br />any breach of, or constitute a default under, or result in the creation of any lien, charge, security <br />interest or other encumbrance upon any assets of the Lessee, or on the equipment being <br />purchased with the proceeds of the Agreement (the "Equipment") pursuant to any indenture, <br />mortgage, deed of trust, bank loan or credit agreement or other instrument to which the Lessee is <br />a party, or by which it or its assets may be bound. <br /> <br />City Hall · 630 East Hopkins · San Marcos, Texas 78666 · 512/393-8150 · FAX 512/393-3983 <br />