Agenda - 09-20-1994 - Laserfiche WebLink

Browse Search

19 Letter from Counsel Re: INSTALLMENT PURCHASE CONTRACT-NUMBER ONE ("Agreement") by and between Orange County , North Carolina ("Purchaser") and Wachovia Leasing Corporation ("Lender") Gentlemen: The undersigned is the counsel for Orange County , North Carolina. Unless otherwise defined herein, all terms having a defined meaning in the above-described contract shall have the same meaning when used herein. I have reviewed the Agreement and such other documents, records and certificates of Purchaser as I have deemed relevant and am of the opinion that: I. Purchaser is a political subdivision of the State of North Carolina. 2. The execution, delivery and performance by Purchaser of the Agreement has been duly authorized by all necessary action on the part of Purchaser. 3. The Agreement constitutes a legal, valid and binding obligation of Purchaser enforceable in accordance with its terms except as set forth herein. The obligations of Purchaser under the Agreement are subject to the provisions of applicable bankruptcy, insolvency, reorganization, moratorium and similar laws, now or hereafter in effect, relating to or affecting the enforcement of creditors' rights. Such obligations are also subject to usual equitable principles, which may limit the specific enforcement of certain remedies but which do not affect the validity of such documents. 4. To my knowledge, the entering into and performance of the Agreement will not violate any judgment, order, law or regulation applicable to Purchaser or result in any breach of, or constitute a security interest or other encumbrance upon the Project or any assets of Purchaser pursuant to any indenture, mortgage, deed of trust, bank loan, credit agreement or other instrument by which Purchaser is a party or by which it or its assets may be bound. 5. There are no actions, suits or proceedings pending, or, to my knowledge, threatened against or affecting Purchaser in any court or before any governmental commission, board or authority, which, if adversely determined, will have a material, adverse effect on the ability of Purchaser to perform its obligations under the Agreement. 6. No governmental orders, permissions, consents, approvals or authorizations are required to be obtained and no registrations or declarations are required to be filed in connection with the execution and delivery of the Agreement or the acquisition of the Project. 7. The Agreement does not violate the usury statutes of the State of North Carolina.