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so EXHIBIT B OPINION OF LESSEE'S COUNSEL LESSEE: Indian River County Board of County Commissioners DATE OF AGREEMENT: February 1, 1499 Commercial & Municipal Capital, LLC 1304 DeSoto Ave„ Ste, 304 Tampa, FL 33606-3138 Gentlemen: As counsel for Indian River County Board of County Commissioners ("Lessee"), I have examined duly executed originals of the Lease -Purchase Agreement (the "Agreement") dated February 1, 1999 , between Lessee and Commercial & Municipal Capital, LLC ("Lessor"), and the proceedings taken by Lessee to authorize and execute the Agreement. Based upon the examination and upon such other examination as I have deemed necessary or appropriate, I am ofthe opinion that: I. Lessee is a public body corporate and polilic, legally existing under the laws ofthe State of Florida 2. The Agreement has been duly authorized, executed and d d by Lessee, pursuant to Constitutional, statutory andlor home rule provisions which authorize this transaction an [tpsolution No. 29-0 attached as Exhibit A io the Agreement 1 The Agreement is a legal, valid and binding obligation of Lessee, enforceable in accordance %sith its terms. In the event the Lessor obtains a judgment against Lessee in money damages. as a result of an event of default under the Agreement. Lessee will be. obligated to pay such judgment. 4. Applicable public bidding requirements have been complied with. 5. To the best of my knowledge, no litigation is pending or threatened in any court or other tribunal, state or federal, which questions or affects the validity ofthe resolulion or the Agreement. 6. The signatures of the officers of Indian River County Board or County Commissioners which appear on the Agreement arc true and genuine: I know said officers and know thein to hold the offices set forth below their names. 7. The Equipment leased pursuant to the Agreement constitutes prrsonal property and when subjected to use by Lcssee will not be or become fixtures under applicable law. 8. The Municipality is a political subdivision of the State of Florida within the meaning of Section 103 of the United States Internal Revenue Code and the related regulations and rulings. 13y virtue of such authority the portion of payments identified as deferred interest charges to maturity, upon receipt, will not be includable in federal gross income under stalks. regulations, court decisions and rulings cxisling on the dale of this opinion and consequently. will be exempt Prom present federal income taxes and income lax of the State of Flurida. 9 The leasing ofthe Equipment pursuant to the Agreement is exempt Isom all sales and use Irtees against either the Lessor or the Lessee during the term of the lease and the Equipment will be exempt from any atate and local personal rimpeny or other ad valorcm taxes during the term of the Lease. sipcwcly. .T1 Charles Vitunac Indian River County Attorney