HOLMAN CAPITAL CORPORATION (HOLMAN)

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EXHIBIT F OPINION OF LESSEE'S COUNSEL June 5, 2015 Holman Capital Corporation 29883 Santa Margarita Parkway, Suite 100 Rancho Santa Margarita, CA 92688 Re: Equipment Lease - Purchase Agreement and Equipment Schedule both dated June 5, 2015 Ladies and Gentlemen: As counsel to the CITY OF SANTA ANA (the "Lessee "), I have examined the Equipment Lease - Purchase Agreement and Equipment Schedule both dated June 5, 2015 (collectively, the "Lease Agreement"), between the Lessee and Holman Capital Corporation, as lessor ("Lessor"), the form of the Escrow Agreement, together the Disbursement Request Form and Certificate of Acceptance (collectively, the "Escrow Agreement"), and the proceedings taken by the Governing Body of the Lessee to authorize on behalf of the Lessee the execution and delivery of the Lease Agreement and the Escrow Agreement and the investment of the lease proceeds into the Permitted Investment (as such term is defined in the Escrow Agreement). The Lease Agreement and the Escrow Agreement are herein collectively referred to as the "Transaction Documents. " Based upon the foregoing examination and upon an examination of such other documents and matters of law as I have deemed necessary or appropriate, I am of the opinion that: 1. The Lessee is a municipal corporation, which is a duly established and validly existing as a political subdivision of the State of California under the Constitution and laws of the State of California with full power and authority to enter into the Transaction Documents. 2. The Transaction Documents have each been duly authorized, executed, and delivered by the Lessee. The Permitted Investment has been duly authorized by the Lessee. Assuming due authorization, execution and delivery thereof by Lessor, the Transaction Documents constitute legal, valid, and binding obligations of the Lessee, enforceable against the Lessee in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, moratorium or other laws or equitable principles affecting the enforcement of creditors' rights generally. 3. The beneficial use of the Equipment to be leased pursuant to the Lease Agreement, when subjected to use by the Lessee, will not be a fixture under applicable law. 4. The Lessee has complied with any applicable public bidding requirements in connection with the Transaction Documents and the transactions contemplated thereby. The resolution adopted by the Governing Body of the Lessee authorizing the execution and delivery of the Transaction Documents, the investment of lease proceeds into the Escrow Account and Permitted Investments, and certain other matters was adopted at a meeting that was held in compliance with all applicable laws relating to the holding of open and public meetings. 5. No litigation or proceeding is pending or, to the best of my knowledge, threatened to restrain or enjoin the execution, delivery, or performance by the Lessee of the Transaction Documents or in any WCSR 33973592v3 F -1