ATTACHMENT 7 - CERTIFICATE OF COUNSEL.docx

ATTACHMENT 7

Specimen Certificate of Counsel

COMMONWEALTH of VIRGINIA

Office of the Attorney General Richmond 23219

Fax 804-786-1991 Virginia Relay Services 800-828-1120 7-1-1

CERTIFICATE OF COUNSEL

This Office serves as counsel to the Treasury Board, Lessee under Master Lease Agreement # CTRXXXX dated as of November 1, 2026, and all subsequent Appendices to be executed thereunder (together, the Agreement) between the Commonwealth of Virginia (the Commonwealth), acting by and through the Treasury Board (Lessee), and_________________ (the Lessor).

In our capacity as counsel to the Treasury Board, the Office of the Attorney General has examined the Agreement and performed such other examinations as it deemed appropriate and it is the opinion of the Office of the Attorney General that for the period November 1, 2026, through October 31, 2027:

1. The Treasury Board is an agency of the Commonwealth of Virginia and is authorized by the laws of the Commonwealth of Virginia to enter into the transactions contemplated by the Agreement and to carry out its obligations thereunder;

2. The obligations of the various agencies and institutions of the Commonwealth (the Agencies) to make Lease Payments under the Agreement are enforceable only if and to the extent the project financed is within the scope of the Agreement that funds for such purposes are appropriated therefor by the General Assembly;

3. No approval, consent or withholding of objection is required from any governmental authority with respect to the entering into or performance by the Lessee of the Agreement or the transactions contemplated thereby, or if any such approval is required, it has been obtained;

4. The Agreement has been duly authorized, approved, executed and delivered by and on behalf of Lessee and, except as otherwise provided herein, the Agreement is a legal, valid and binding obligation of Lessee enforceable in accordance with its terms;

5. The Agreement is approved as to form;

6. This Opinion shall not be deemed to confer any authority or obligation upon the Lessee to the Lessor or Lessor's assignees other than that which may exist under the laws of the Commonwealth of Virginia in the absence of this Opinion;

7. The authorization, approval and execution of the Agreement 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 or federal laws;

8. There is no proceeding pending or threatened in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would adversely affect the transactions contemplated by the Agreement or the interest of Lessor or its assigns, as the case may be, in the Equipment.

All capitalized terms herein shall have the same meanings as in the foregoing Agreement unless otherwise provided herein. Lessor, its successors and assigns and any counsel rendering an opinion on the tax-exempt status of the interest components of the Lease Payments, are entitled to rely on this opinion.

BY Kevin Harber Senior Assistant Attorney General

DATE: October, _________ image1.png