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<br />reorganization or other laws of general application relating to or affecting the enforcement <br />of creditors' rights. <br /> <br />4. The authorization, approval and execution of the Agreements and all other proceedings of the <br />Lessee relating to the transactions contemplated thereby have been performed in accordance <br />with all applicable Local, State and Federal laws (including open meeting laws and public <br />procurement and property acquisition laws). <br /> <br />5. To the best of my knowledge, there is no litigation or proceeding pending before any court, <br />administrative agency or governmental body, that challenges: the organization or existence <br />of the Lessee; the authority of its officers; the proper authorization, approval and execution <br />of any of the Agreements. or any doouments relating thereto; the appropriation of monies to <br />make payments under the Agreements for the current fiscal year; or the ability of the Lessee <br />otherwise to perform its obligations under the Agreements and the transactions contemplated <br />thereby. <br /> <br />6. The Lessee is a political subdivision ofthe State as referred to in Section 103 of the Internal <br />Revenue Code of 1986, as amended, and the related regulations and rulings thereunder. <br /> <br />The Lessor, its assignee and any of their assigns may rely upon this opinion. <br /> <br />Very truly yours, <br /> <br />~.~~ <br />Mark B. Tay!;: () - <br />City Attorney <br />