2015/08/05 Council Agenda Packet

EXHIBIT 2 Purchaser's Counsel's Opinion [To be provided on letterhead of Purchaser's counsel.] August 07, 2015 U.S. Bancorp Government Leasing and Finance, Inc. 13010 SW 68th Parkway, Suite 100 Portland, OR 97223 City of Everett 2930 Wetmore Ave Everett, Washington 98201 RE: Property Schedule No. 1 to Master Tax -Exempt Installment Purchase Agreement between U.S. Bancorp Government Leasing and Finance, Inc. and City of Everett. Ladies and Gentlemen: We have acted as special counsel to City of Everett ("Purchaser'), in connection with the Master Tax -Exempt Installment Purchase Agreement, dated as of August 07, 2015 (the "Master Agreement"), between City of Everett, as Purchaser, and U.S. Bancorp Government Leasing and Finance, Inc. as Seller ("Seller"), and the execution of Property Schedule No. 1 (the "Property Schedule") pursuant to the Master Agreement.We have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion. All capitalized terms not otherwise defined herein shall have the meanings provided in the Master Agreement and Property Schedule. As to questions of fact material to our opinion, we have relied upon the representations of Purchaser in the Master Agreement and the Property Schedule and in the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation. Based upon the foregoing, we are of the opinion that, under existing law: 1. Purchaser is a public body corporate and politic, duly organized and existing under the laws of the State, and has a substantial amount of one or more of the following sovereign -powers: (a) the power to tax, (b) the power of eminent domain, and (c) the police power. 2. Purchaser has all requisite power and authority to enter into the Master Agreement and the Property Schedule and to perform its obligations thereunder. 3. The execution, delivery and performance of the Master Agreement and the Property Schedule by Purchaser has been duly authorized by all necessary action on the part of Purchaser. 4. All proceedings of Purchaser and its governing body relating to the authorization and approval of the Master Agreement and the Proper-ty Schedule, the execution therect and the transactions contemplated thereby have been conducted in accordance with all applicable open meeting laws and all other applicable state and federal laws. 5. Purchaser has acquired or has arranged for the acquisition of the Property subject to the Property Schedule, and has entered into the Master Agreement and the Property Schedule, in comp!lance with all applicable public biddir:g laws. 6. Purchaser has obtained a!I consents and approvals of other goverrmental authorities or agencies wliich may be required for the execution, delivery and performance by Purcnaser of the Master Agreement and the Property Schedule. 70