4.2. ERMUSR 07-12-2011 - Laserfiche WebLink

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Agreement to Transfer Election Share EXHIBIT C FORM OF OPINION In accordance with Section 610 of this Transfer Agreement, each of the Acquiring Cities shall furnish to CMMPA and Delano, and Delano shall furnish to CMMPA and to the Acquiring Cities, an opinion by an attorney or firm of attorneys to the effect that: (a) Valid Existence. The City is a municipal corporation or other eligible person or entity duly created and validly existing pursuant to the Constitution and Statutes of the State of Minnesota or other State of the United States, or is otherwise organized and authorized as a party to the Transfer Agreement. (b) Performance. The City has full legal right and authority to enter into the Transfer Agreement and to carry out its obligations thereunder. (c) Authorization, Execution. At meetings duly called and held at which quorums were present and acting throughout, the governing body of the City duly approved the Transfer Agreement and its execution and delivery on behalf of the City, the Transfer Agreement has been duly authorized, executed and delivered by the appropriate officers of the City, and assuming that the other parties have all the requisite power and authority to execute and deliver, and has duly authorized, executed and delivered the Transfer Agreement, the Transfer Agreement constitutes the legal, valid and binding obligation of the City enforceable in accordance with its terms subject, however, to the effect of, and to restrictions and limitations imposed by or resulting from, bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally. (No opinion need be rendered as to the availability of any particulaz remedy.) (d) No Violation, Etc. The execution and delivery of the Transfer Agreement by the City, the performance by the City of its obligations thereunder and the consummation of the transactions contemplated therein do not and will not contravene any provision of the Charter or Certificate of Incorporation or any other organizational document of the City and any amendment thereto under which the City is organized and presently operating or any existing law or any existing order, injunction, judgment, decree, rule or regulation of any court or administrative agency having jurisdiction over the City or its property or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any existing bond resolution, indenture, mortgage, deed of trust or other agreement to which the City is a party or by which it or its property is bound. (e) Annrovals. All approvals, consents or authorizations of, or registrations or filings with, any governmental or public agency, authority or person required on the part of the City in connection with the execution, delivery and performance of the Transfer Agreement have been obtained or made. (f) Liti ag lion. To the knowledge of such attorney or firm of attorneys after due inquiry, there is no litigation or other proceedings pending or threatened in any court or other tribunal of competent jurisdiction (either State or Federal) questioning the creation, organization or existence of the City or the validity, legality or enforceability of the Transfer Agreement. 15