Amendment to Lease Agreement - Parks Vehicle Lease

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E34 FORM OF OPINION OF LESSEE'S COUNSEL (PLEASE FURNISH THIS TEXT ON ATTORNEY'S LETTERHEAD) Date of Opinion PNC Equipment Finance, LLC 155 E Broad Street Columbus, OH 43215 Re: Master Equipment Lease -Purchase Agreement dated May 15, 2012, Lease Schedules thereto and related Escrow Agreement Ladies and Gentlemen: As counsel for City of South Bend ("Lessee "), I have examined the Master Equipment Lease -Purchase Agreement duly executed by Lessee and dated May 15, 2012 (the "Master Lease "), which has been incorporated by reference into Lease Schedule No. 199253000 dated July 21, 2016 (the "Original Lease Schedule"), each between Lessee and PNC Equipment Finance, LLC, as lessor ("Lessor"), the Schedule A-1 attached to the Original Lease Schedule (the "Original Payment Schedule "), the Escrow Agreement dated July 21, 2016 (the "Original Escrow Agreement"), among Lessee, Lessor and the escrow agent therein identified, and the proceedings taken by the governing body of Lessee to authorize on behalf of Lessee the execution and delivery of the Master Lease, the Original Lease Schedule, the Original Payment Schedule, the Original Escrow Agreement and all additional lease schedules and related payment schedules and escrow agreements to be entered into pursuant to the Master Lease (each of which is herein referred to as an "Additional Lease Schedule ") and to be executed and delivered by the same authorized officers on behalf of Lessee in substantially the same manner and in substantially the same form as the Original Lease Schedule. The Original Lease Schedule, which incorporates by reference the terms and conditions of the Master Lease, and the related Original Payment Schedule and Original Escrow Agreement are herein collectively referred to as the "Lease. " Any Additional Lease Schedule, which incorporates by reference the terms and conditions of the Master Lease, and the related payment schedule and escrow agreement are herein collectively referred to as an "Additional Lease. " 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. Lessee is duly organized and legally existing as a political subdivision, municipal corporation or similar public entity under the Constitution and laws of the State of Indiana with full power and authority to enter into, and perform its obligations under, the Lease and each Additional Lease. 2. The Lease and each Additional Lease have each been duly authorized and have been or, with respect to each Additional Lease, will be, duly executed and delivered by Lessee. Assuming due authorization, execution and delivery thereof by Lessor, the Lease constitutes, and each Additional Lease will constitute, the legal, valid and binding obligation of Lessee, enforceable against Lessee in accordance with their respective terms, except to the extent limited by State and federal law affecting creditor's remedies and