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BOARD OF COUNTY COMMISSIONERS <br /> OFFICE OF CO UNTY A TTORNE Y <br /> William G. Collins II, County Attorney <br /> Marian E . Fell, Assistant County Attorney <br /> William K . DeBraal, Assistant County Attorney <br /> �Ic # <br /> �lORIO�' <br /> April 23 , 2004 <br /> BSFS Equipment Leasing <br /> A Component of G . E . Capital Corp . <br /> 10 Riverview Drive <br /> Danbury , CT 06810 <br /> Ladies and Gentlemen : <br /> We are counsel to the Board of County Commissioners of Indian River County <br /> (" Lessee ") , and , in that capacity , we have examined that certain Master <br /> Lease/Purchase Agreement No . 7297850 , between Lessee and Lessor, <br /> associated Equipment Schedule No . 7297850- 001 and all other documents <br /> executed and delivered by Lessee in connection therewith (collectively , " Lease ") . <br /> As a result of our examination of the Lease , the proceedings taken by the Lessee <br /> to authorize and execute the Lease , and such other examinations as we deemed <br /> appropriate , we are of the opinion as follows : <br /> 1 . Lessee is a duly created and validly existing political subdivision of the <br /> State of Florida , and has the power and authority to enter into the Lease and <br /> carry out its obligations thereunder. <br /> 2 . The execution , delivery , and performance of the Lease by the Lessee has <br /> been duly authorized and constitutes a valid , legal , and binding agreement , <br /> enforceable in accordance with its terms . <br /> 3 . No approval , consent , withholding of objection or other documents are <br /> required from any other governmental authority with respect to the execution and <br /> performance by Lessee of the Lease and the transactions contemplated thereby . <br /> 4 . The entering into and performance of the Lease will not violate any <br /> judgment , order, law or regulation applicable to Lessee or result in any breach of, <br /> or constitute a default under, or result in the creation of any lien , charge , security <br /> interest or other encumbrance upon any assets of Lessee or on the equipment or <br /> software subject to the Lease (other than to Lessor) pursuant to any instrument <br /> to which Lessee is a party or by which it or its assets may be bound . <br /> 1840 25,h Street, Vero Beach, Florida 32960 • (772) 567- 8000, Ext. 1424 • Fax (772) 569- 4317 <br /> ircattorne)e ircgov.com <br />