US Bank 8/5/2015 - Laserfiche WebLink

K&L GATES LLP 925 FOURTH AVENUE SUITE 2900, K&L GATES SEATTLE,WA 98104.1158 T+1206 623 7580 F+1 206 623 7022 klga;es corn August 7, 2015 City of Everett, Washington U.S. Bancorp Government Leasing and Finance, Inc. Portland, Oregon Re: Property Schedule No. 01 dated August 7, 2015, to the Master Tax-Exempt Installment Purchase Agreement, dated as of August 7, 2015 ("Master Agreement") between U.S. Bancorp Government Leasing and Finance, Inc. ("Seller")and City of Everett, Washington("Purchaser") Ladies and Gentlemen: We have acted as special counsel to the City of Everett, Washington (the "City"), and have examined a transcript of the proceedings related to the authorization and execution by the City(the"Purchaser") and U.S. Bancorp Government Leasing and Finance, Inc. (the"Seller") of a Master Tax-Exempt Installment Purchase Agreement dated as of August 7. 2015 (the "Master Agreement"). In accordance with the Master Agreement, the Seller has entered into a Property Schedule No. 01 dated August 7, 2015 (the "Property Schedule"). The Master Agreement and the Property Schedule are sometimes collectively referred to as the "Financing Contract". Capitalized terms used in this opinion that are not otherwise defined have the meanings given such terms in the Financing Contract. ASSUMPTIONS (i) All records,documents and instruments submitted to us as originals are authentic, all signatures appearing on the Financing Contract are genuine, all natural persons have legal capacity and all records, documents and instruments submitted to us as copies are authentic and in conformity with the original; (ii) As to matters of fact bearing upon the opinions set forth below, we have, with your consent, relied solely upon and have not independently verified the accuracy of, the representations,warranties and other statements set forth in the Financing Contract;and klgates.com