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<br />OPINION OF COUNSEL <br /> <br />With respect to that certain Equipment Lease-Purchase Agreement 66000 ("Lease") dated 12/15/2000 by and between Ford Motor <br />Credit company (Lessor) and City of Sunny Isles Beach (Lessee), I am of the opinion that: (i) interest paid by Lessee to Lessor <br />pursuant to the Lease will be exempt from tax under Section 103(a) of the Internal Revenue Code of 1986. as amended; (ii) the <br />execution, delivery and performance by Lessee of the Lease have been duly authorized by all necessary action on the part of Lessee; (iii) <br />the Lease constitutes a legal. valid and binding obligation of Lessee enforceable in accordance with its terms; (iv) there are no suits <br />proceedings or investigations pending or, to my knowledge, threatened against or affecting Lessee, at law or in equity. or before or by <br />any governmental or administrative agency or instrumentality which, if adversely determined, would have a material adverse effect on <br />the transaction contemplated in the Lease or the ability of Lessee to perform its obligations under the Lease and Lessee is not in default <br />under any material obligation for the payment of borrowed money, for the deferred purchase price of property or for the payment of any <br />rent under any lease agreement which either individually or in the aggregate would have the same such effect; and (v) all required public <br />bidding procedures regarding the award of the Lease have been followed by Lessee and no governmental orders, permissions. consents. <br />approvals or authorizations are required to be obtained and n re' r tions or declarations are required to be filed in connection with the <br />execution and delivery of the Lease. <br /> <br />