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City of Everett, Washington <br /> U.S. Bancorp Government Leasing and Finance, Inc. <br /> August 7,2015 <br /> Page 2 <br /> (iii) The Financing Contract represents the entire transaction between the parties with <br /> respect to the transactions contemplated therein and that there are no other understandings <br /> between them other than as reflected in such documents. <br /> EXCLUSIONS AND QUALIFICATIONS <br /> The opinions hereinafter expressed are subject to the following further exclusions and <br /> qualifications: <br /> (i) The effect of applicable bankruptcy, insolvency, fraudulent conveyance, <br /> preference, moratorium and other similar laws now or hereafter in effect affecting the rights of <br /> creditors generally; <br /> (ii) The discretion of the court before which any proceeding involving the Financing <br /> Contract may be brought; <br /> (iii) The effect of rules of law governing specific performance, injunctive relief and <br /> other equitable remedies(regardless of whether considered in a proceeding in equity or at law)or <br /> to concepts of materiality, reasonableness, good faith and fair dealing; <br /> (iv) We express no opinion regarding the enforceability of any provisions pertaining <br /> to cumulative remedies or which purport to authorize or permit any person to act in a manner <br /> that is determined not to be in good faith or commercially reasonable or any provision which <br /> waives any right in respect of such acts; and <br /> (v) We express no opinion as to the title of any personal property. <br /> Based on our review, and the review of such other documents and proceedings as we <br /> have deemed necessary, it is our opinion that: <br /> 1. The Master Agreement and the Property Schedule have been duly authorized, <br /> executed and delivered by the City and assuming the due authorization, execution and delivery <br /> thereof by the Seller, the Financing Contract constitutes a valid and binding obligation of the <br /> City enforceable in accordance with its terms. In rendering this opinion, we have assumed that <br /> all competitive bidding requirements with respect to the original acquisition of the Property have <br /> been complied with by the City, and the opinions rendered hereunder are conditioned upon such <br /> assumption. <br /> 2. The portion of the Installment Payments due under the Property Schedule <br /> designated as and comprising interest ("Interest") is excluded from gross income for purposes of <br /> federal income taxation pursuant to Section 103 of the Internal Revenue Code of 1986, as <br /> amended (the "Code"). Based upon the representations of fact made by the City with respect to <br />