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MAYOR Miguel A. Pulido MAYOR PRO TEM Michele Martinez COUNCILMEMBERS P. David Benavides Vicente Sarmiento Jose Solorio Sal Tinajero Juan Villages CITY OF SANTA ANA OFFICE OF THE CITY ATTORNEY 20 Civic Center Plaza, M29 a P.O. Box 1988 Santa Ana, California 92702 714-647-5201 . Fax 714-647-6515 www.santa-ana.ora June 15, 2017 Holman Capital Corporation 25201 Paseo de Alicia, Suite 290 Laguna Hills, CA 92653 INTERIM CITY MANAGER Cynthia J. Kurtz CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Maria D. Huizar Re: Equipment Lease -Purchase Agreement and Equipment Schedule both dated June 15, 2017 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 15, 2017 (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, subj ect 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 SANTA ANA CITY COUNCIL Miguel A. Pulido Michele Martinez Vicente Sarmiento Jose Solorio P. David Benavides Juan Villages Sal Tnajero Mayor Mayor Pro Tem, Ward 2 Ward Ward Ward Ward Ward mnulidonaanta-ana org rn rrartinez( Santa-ana ora vsarmientonsanta-ana ora jsolprierdtaanta-aua.ora dbenavidesna sanla-ana oro Iyillenasesautaana oro stinaieroradsantaana orn