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by bankruptcy, reorganization, moratorium or other laws of general application relating to or affecting the <br />enforcement of creditors' rights. <br />3. Lessee has complied with any applicable property acquisition laws and public bidding requirements in <br />connection with the Lease, each Additional Lease and the transactions contemplated thereby. <br />4. To the best of my knowledge, there is no litigation or proceeding pending or threatened before any court, <br />administrative agency or governmental body that challenges: the organization or existence of Lessee; the <br />authority of its officers; the proper authorization, approval and execution of the Lease, any Additional <br />Lease or any documents relating thereto; the appropriation of monies to make payments under the Lease <br />or any Additional Lease; or the ability of Lessee otherwise to perform its obligations under the Lease or <br />any Additional Lease and the transactions contemplated thereby. <br />The resolution adopted by Lessee's governing body authorizing the execution and delivery of the Master <br />Lease, the Original Lease Schedule, the Original Escrow Agreement, the Additional Lease Schedules and <br />certain other matters was adopted at a meeting that was held in compliance with all applicable laws relating <br />to the holding of open and public meetings. <br />6. The entering into and performance of the Lease and each Additional Lease do not and will not violate any <br />judgment, order, law or regulation applicable to Lessee or result in any breach of, or constitute a default <br />under, or result in the creation of any lien, charge, security interest or other encumbrance upon any assets <br />of Lessee or on the Equipment or the Escrow Fund (as each such term is defined in the Master Lease) <br />pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument to <br />which Lessee is a party or by which it or its assets may be bound. <br />7. The correct legal name of Lessee for purposes of the Uniform Commercial Code in effect in the State is <br />This opinion may be relied upon by purchasers and assignees of Lessor's interests in the Lease and each <br />Additional Lease. <br />Very truly yours, <br />Attorney <br />-2- <br />