Agenda - 06-18-2013 - 5l - Laserfiche WebLink

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[LETTERHEAD OF LESSEE'S COUNSEL] June 3, 2013 SunTrust Equipment Finance & Leasing Corp. 300 East Joppa Road, Suite 700 Towson, Maryland 21286 1 EXHIBIT E Re: Master Lease Agreement dated as of June 3, 2013 (the "Agreement ") by and between SUNTRUST EQUIPMENT FINANCE & LEASING CORP. ( "Lessor") and ORANGE GROVE VOLUNTEER FIRE COMPANY, INC. ( "Lessee ") Ladies and Gentlemen: We have acted as counsel to Lessee with respect to the above - referenced Agreement and related matters, and in this capacity have reviewed a duplicate original or certified copy of the Agreement and Equipment Schedule No. 01 executed pursuant thereto (together with the Agreement, the "Lease ") [and the Escrow Agreement dated as of June 3, 2013 between Lessor, Lessee and SunTrust Bank, as escrow Agent (the "Escrow Agreement," and together with the Lease, the "Financing Documents "). The terms capitalized in this opinion but not defined herein shall have the meanings assigned to them in the Lease. Based upon the examination of these and such other documents as we have deemed relevant, it is our opinion that: 1. Lessee is a qualified volunteer fire company within the meaning of Section 150(e) (2) of the Internal Revenue Code of 1986, as amended, (the "Code "), and does not derive its issuing authority from another entity and is not subject to financial control by another entity and is not otherwise a subordinate entity of another entity within the meaning of Section 265(b) (3) of the Code, and is duly organized, existing and operating under the Constitution and laws of the State. 2. Lessee is authorized and has the power under applicable law to enter into the Financing Documents, and to carry out its obligations thereunder and the transactions contemplated thereby. 3. The Financing Documents have been duly authorized, executed and delivered by and on behalf of Lessee, and are legal, valid and binding obligations of Lessee enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. 4. The authorization and execution of the Financing Documents and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all applicable open meeting, public records, public bidding and all other laws, rules and regulations of the State. 5. The execution of the Lease and the obligation to pay the Rental Payments corning due thereunder do not and will not result in the violation of any constitutional, statutory or other limitation relating to the manner, form or amount of indebtedness which may be incurred by Lessee. 6. There is no litigation, action, suit or proceeding pending or before any court, administrative agency, arbitrator or governmental body that challenges the organization or existence of Lessee, the authority of Lessee or its officers or its employees to enter into the Financing Documents, the proper authorization and /or execution of the Financing Documents or the documents contemplated thereby, the obligation of Lessee to make Rental Payments under the Lease, or the ability of Lessee otherwise to perform its obligations under the Financing Documents and the transactions contemplated thereby. To the best of our knowledge, no such litigation, action, suit or proceeding is threatened. The Equipment is personal property, and when used by Lessee will not be or become fixtures under the laws of the State. 8. Resolution No. of the governing body of Lessee was duly and validly adopted by such governing body on , and such resolution has not been amended, modified, supplemented or repealed and remains in full force and 25 5/16/ 2013: BQ- ESCfamtem.D0C /rev.01 /04.st1