I_FORM - OPINION LETTER - MARICOPA COUNTY LINE OF CREDIT (COUNTY) - 2026.PDF

July 1, 2026 
JPMorgan Chase Bank, N.A. 
150 W University Drive, 3rd Floor   
Tempe, AZ 85281-3640 
Ladies and Gentlemen: 
We have acted as counsel for Maricopa County, Arizona (the “County”), and the Maricopa 
County Treasurer (the “Treasurer”) as County’s agent, in connection with the execution and 
delivery of the Business Loan Agreement (Maricopa County Revolving Line of Credit), dated July 
1, 2026 (the “Loan Agreement”), among the County, the Treasurer and JPMorgan Chase Bank, 
N.A. (the “Bank”), the Maricopa County Revolving Line of Credit Promissory Note, dated July 1, 
2026 (the “Note”), related to the Loan Agreement, and all other documents and agreements 
executed in connection with the Loan Agreement and the Note. Pursuant to A.R.S. §§ 11-604.01 
et. seq., the Board of Supervisors of the County may enter into a revolving line of credit for the 
County.  The Loan Agreement and the Note were approved by a resolution at a meeting of the 
Board of Supervisors of County on [__________ __, 2026] (the “Resolution”).  
This opinion is provided to the Bank pursuant to Paragraph 3.1.1 of the Loan Agreement. 
Capitalized terms not otherwise defined herein have the respective meanings set forth in the Loan 
Agreement and the Note. 
We have examined executed copies of the Resolution, Loan Agreement, the Note, and 
applicable statutes of and relating to the line of credit made available under the Loan Agreement, 
in each case, as amended to date; records of proceedings of the governing body of the County 
during or by which resolutions were adopted relating to matters covered by this opinion, and 
certificates of officers of the County as to certain factual matters. In addition, we have made such 
other investigations as we have deemed necessary to enable us to express the opinions hereinafter 
set forth. We have assumed the genuineness of all signatures of persons signing the Loan 
Documents on behalf of parties thereto other than the County and the Treasurer, the authenticity 
of all documents submitted to us as originals and the conformity to authentic original documents 
of all documents submitted to us as certified, conformed or photostatic copies. 
 Based on the foregoing, and further subject to the last two paragraphs of this letter, we 
hereby advise you that in our opinion:

2 
1. 
The County and the Treasurer have the power and authority to execute, deliver, and 
perform the Loan Agreement and the Note. 
2. 
The Loan Agreement and the Note have each been duly authorized by the County 
and no further corporate action is required in connection therewith. The execution and delivery of 
the Loan Agreement and the Note and the due performance of the provisions therein do not and 
will not violate, contravene, or constitute a default under any statutes relating to the formation and 
operations of the County, or any agreement, indenture, or other document or instrument to which 
the County is a party or by the terms by which the County or any of its property is bound or 
affected. The Loan Agreement and the Note have each been duly executed and delivered on behalf 
of the County and constitute the legal, valid, and binding obligations enforceable against the 
County in accordance with its terms. 
3. 
No consent, approval, authorization, registration, or filing with any governmental 
authority is required in connection with the execution, delivery, or performance of the Loan 
Agreement or the Note, except as may have been obtained and certified copies of which have been 
delivered to the Bank. 
4. 
There are no actions, suits, proceedings, claims, or disputes pending, or to the best 
of our knowledge, threatened or contemplated, at law, in equity, in arbitration or before any 
governmental authority against the County or any of its properties with respect to the Resolution, 
the Loan Agreement or the Note. 
5. 
To the best of our knowledge, no injunction, writ, temporary restraining order, or 
any order of any nature has been issued by any court or other governmental authority purporting 
to enjoin or restrain the execution, delivery, or performance of the Resolution, the Loan Agreement 
or the Note, or directing that the transactions provided for therein not be consummated as therein 
provided. 
6. 
To the best of our knowledge, but without an investigation of any sort as to the 
County, no event has occurred or would result from the incurring of the obligations by the County 
under the Loan Agreement or the Note which is, or with the lapse of time or notice or both would 
become, an Event of Default. 
Our opinion set forth in paragraph 2 above is subject to the qualification that the 
enforceability of the Loan Agreement may be limited by bankruptcy, insolvency, reorganization, 
moratorium and other similar laws relating to or affecting creditors’ rights generally, and by 
general equity principles. 
We are members of the State Bar of Arizona and we do not express any opinion herein 
concerning any law other than the law of the State of Arizona, and the federal law of the United 
States.

This letter has been furnished to you pursuant to the Loan Agreement for your use in 
connection with the Loan Agreement and may not be relied upon for any other purpose or by any 
other party without our consent. 
Sincerely, 
MARICOPA COUNTY ATTORNEY’S OFFICE 
 
 
Kim Miles 
Deputy County Attorney, MCAO