OPINION OF LESSEE COUNSEL
[Please furnish on Attorney’s Letterhead.]
October 20, 2020
Municipal Leasing Consultants, LLC
7 Old Town Lane
Grand Isle, VT 05458
Re: Equipment Lease Purchase Agreement dated as of October 20, 2020, between the
City of Nashua, New Hampshire, on behalf of Nashua School District, as lessee
(“Lessee”), and Municipal Leasing Consultants, LLC, as lessor (“Lessor”) (the
“Agreement”)
Ladies and Gentlemen:
As legal counsel to Lessee, I have examined (a) an executed counterpart of the Agreement, which,
among other things, provides for the lease by Lessee from Lessor of the Equipment, (b) an executed
counterpart of the Escrow Agreement, dated as of October 20, 2020 (the “Escrow Agreement”), among
Lessor, Lessee and the escrow agent named therein, (c) an executed counterpart of the Federal Tax
Agreement, dated October 20, 2020 (the “Tax Agreement”), from Lessee and Nashua School District (the
“District’), (d) an executed counterpart of the Energy Performance Contract dated _ , 2020
(the “Performance Contract”), between the District and Energy Efficient Investments, Inc., (e) executed
copies of the resolution(s), ordinance(s) or other evidence of authorization from Lessee’s governing body
and the governing of the District which, among other things, authorizes Lessee to execute the Agreement,
the Escrow Agreement, the Tax Agreement and the Performance Contract, and (f) such other opinions,
documents and matters of law asI have deemed necessary in connection with the following opinions.
Based on the foregoing, I am of the following opinions:
1. Lesseeisa public body corporate and politic, duly organized and existing under the laws of the
State of New Hampshire, 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) police power.
2. Lessee has the requisite power and authority to purchase the Equipment and to execute and
deliver the Agreement, the Escrow Agreement, the Tax Agreement andthe Performance Contract and to
perform its obligations thereunder.
3. The Agreement, the Escrow Agreement, the Tax Agreement and the Performance Contract and the
other documents either attached thereto or required therein have been duly authorized, approved and
exe cuted by and on behalfof Lessee, and the Agreement, the Escrow Agreement, the Tax Agreement and
the Performance Contract are valid and binding obligations of Lessee enforceable in accordance with their
respective terms.
4. The authorization, approval and execution of the Agreement, the Escrow Agreement, the Tax
Agreement and the Performance Contract and all other proceedings of Lessee relating to the transactions
contemplated thereby have been performed in accordance with all open meeting laws, public bidding laws
and all other applicable state and federal laws.
5. There is no proceeding pending or threatened in any court or be fore any governmental authority or
arbitration board or tribunal that, if adversely determined, would adversely affect the transactions
contemplated by the Agreement, the Escrow Agreement, the Tax Agreement and the Performance Contract
or the security interest of Lessor or its assigns, as the case may be, in the Equipment.
6. The Equipment to be leased pursuant to the Agreement constitutes personal property and when
subjected to use by Lessee will not be or become a fixture under applicable law.
7. The authorization, execution, delivery and performance of the Agreement, the Escrow Agreement,
the Tax Agreement and the Performance Contract by Lessee do not require submission to, approval of, or
other action by any governmental authority or agency which action has not been taken and is final and
non-appealable.
