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EXHIBIT A
<br />Purchaser's Counsel's O inion
<br />[To be provided on letterhead of Purchaser's counsel.]
<br />[Address to Seller and Purchaser]
<br />RE: Payment Plan Agreement between Key Government Finance, Inc. and City of South Bend.
<br />Ladies and Gentlemen:
<br />We have acted as special counsel to City of South Bend ("Purchaser"), in connection with the Payment Plan
<br />Agreement, and Schedule dated as of December 19, 2019, between City of South Bend, as Purchaser, and Key Government
<br />Finance, Inc., as Seller, and any amendment or addendum thereto, if any (the "Payment Plan Agreement"), and the Services
<br />Contract, as such term is defined in the Payment Plan Agreement, between Vendor and Purchaser (together, the Payment
<br />Plan Agreement and Services Contract being referred to herein as, the "Agreement"). We have examined the law and such
<br />certified proceedings and other papers as we deem necessary to render this opinion.
<br />Based upon the foregoing, we are of the opinion that, under existing law:
<br />1. Purchaser is a public body corporate and politic, duly organized and existing under the laws of the State, and
<br />has a substantial amount of one or more of the following sovereign powers: (a) the power to tax, (b) the power of eminent
<br />domain, and (c) the police power.
<br />2. Purchaser has all requisite power and authority to enter into the Agreement and to perform its obligations
<br />thereunder.
<br />3. All proceedings of Purchaser and its governing body relating to the authorization and approval of the
<br />Agreement, the execution thereof and the transactions contemplated thereby have been conducted in accordance with all
<br />applicable open meeting laws and all other applicable state and federal laws.
<br />4. The Agreement has been duly executed and delivered by Purchaser and constitutes a legal, valid and binding
<br />obligation of Purchaser, enforceable against Purchaser in accordance with the terms thereof, except insofar as the enforce-
<br />ment thereof may be limited by any applicable bankruptcy, insolvency, moratorium, reorganization or other laws of equitable
<br />principles of general application, or of application to municipalities or political subdivisions such as the Purchaser, affecting
<br />remedies or creditors' rights generally, and to the exercise of judicial discretion in appropriate cases.
<br />5. As of the date hereof, based on such inquiry and investigation as we have deemed sufficient, no litigation is
<br />pending, (or, to our knowledge, threatened) against Purchaser in any court (a) seeking to restrain or enjoin the delivery of the
<br />Agreement; (b) questioning the authority of Purchaser to execute the Agreement, or the validity of the Agreement, or the
<br />payment of principal of or interest on, the Schedule; (c) questioning the constitutionality of any statute, or the validity of any
<br />proceedings, authorizing the execution of the Agreement; or (d) affecting the provisions made for the payment of or security for
<br />the Agreement.
<br />This opinion may be relied upon by Seller, its successors and assigns, and any other legal counsel who provides an
<br />opinion with respect to the Agreement and the Schedule.
<br />Very truly yours,
<br />By:.
<br />Taxable PPA-Appropriation Page 7 of 8
<br />Lease No 1800128565 dated December 19, 2019
<br />KEYCORP CONFIDENTIAL - This is counterpart # of manually executed counterparts, Only counterpart # 1 constitutes chattel paper
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