2003-08-25 Regular Meeting - Laserfiche WebLink

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e e SAMPLE LEGAL OPINION (please provide on letterhead) Bank One, NA Commercial Card Services 300 S. Riverside Plaza, 18th Floor Chicago, IL 60670-0199 Re: The Bank One Purchasing Card System Agreement Ladies and Gentlemen: This opinion is rendered with respect to Bank One Purchasing Card Agreement between Bank One, NA (the "Bank") and ("TBPC Co-Op Member"), a public agency, dated (The "Agreement"). We have examined such documents, records and instruments and made such investigations of law and fact as we have deemed necessary to render the opinions expressed herein. Attached hereto are copies of statutes or ree:ulations that we relied upon in renderine: this opinion Based upon the foregoing, we are of the opinion that: 1. The rights and obligations of TBPC Co-Op Member under the Agreement are duly authorized, legal and valid, and the Agreement is a binding obligation of the TBPC Co-Op Member, enforceable against TBPC Co-Op Member in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors rights and remedies in general, or by the application of equitable principles if equitable remedies are sought. 2. Execution of the Agreement by TBPC Co-Op Member and performance by TBPC Co-Op Member of its obligations under the Agreement will not: (i) constitute or result in a breach or default under TBPC Co-Op Member's charter or any contract to which TBPC Co-Op Member is a party or by which it is bound, or eii) result in the violation of any applicable law, regulation, ordinance, judgment, decree or order. 3. All approvals and authorizations required to permit the execution, delivery, performance and consummation by TBPC Co-Op Member of the Agreement and transactions contemplated under the Agreement have been obtained, including any necessary approvals and authorizations from other governmental agencies. 4. Any TBPC Co-Op Member Charges by TBPC Co-Op Member under the Agreement: (i) shall have been du1y authorized and constitute valid and binding obligations of TBPC Co-Op Member, enforceable against TBPC Co-Op M~mber, (ii) shall not cause TBPC Co-Op Member to exceed any legal limits applicable to the TBPC Co-Op Member Charges when .made, (Hi) constitute the legal expenditures ofTBPC Co-Op Member. This opinion may be relied upon by Bank, APPROVED: