Res 2013-026/Lease purchase agreement for a 544K Loader and a Pneumatic Roller for Streets Division

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LEGAL DEPARTMENT OPINION OF COUNSEL March 5, 2013 Sovereign Bank, N.A. 3 Huntington Quadrangle, Suite 101 N Melville, NY 11747 Re: RE: Master Lease Purchase Agreement dated as of 03/05/2013, between Sovereign Bank, N.A. (Lessor) and City of San Marcos (Lessee) and Schedule No. 000 thereto dated as of March 5, 2013. Ladies and Gentlemen: As legal counsel to Lessee, I have examined the foregoing Agreement and Schedule (the "Lease ") and such other opinions, documents and matters of law, as I have deemed necessary in connection with this Lease. Based on the foregoing, I am of the following opinions: 1. Lessee is the State or a duly organized political subdivision of the State within the meaning of Section 103 the Internal Revenue Code of 1986, as amended (the Code), or a constituted authority authorized to issue obligations on behalf of the State of a political subdivision thereof within the meaning of the treasury regulations promulgated under the Code. 2. Lessee has the requisite power and authority to purchase the Equipment and to execute and deliver the Lease and to perform its obligations under the Lease. The Lease and the other documents either attached hereto or required herein have been duly authorized, approved and executed by and on behalf of Lessee, and the Lease is a legal, valid and binding obligation of Lessee enforceable in accordance with its terms. 3. The authorization, approval and execution of the Lease and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all open meeting laws, public bidding laws and all other applicable state and federal laws. 4. There is no proceeding pending or threatened in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would adversely affect the transactions contemplated by the Lease or the security interest of Lessor or its assigns, as the case may be, in the Equipment. All capitalized terms herein shall have the same meaning as in the foregoing Agreement. 5. The above opinion is for the sole benefit of the Lessor listed above and can only be relied upon by the Lessor or any permitted assignee or sub assignee of Lessor under the Lease. Signature gal Counsel CITY HALL • 630 EAST HOPKINS 9 SAN MARCOS, TExAs 78666.512.393.81.50 • FACSIMILE 855.759.2846 SANMARCOSTX.GOV