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Attachment 2 <br /> EXHIBIT 1131 <br /> OPINION OF COUNSEL <br /> to <br /> CITY OF PLEASANTON <br /> Dated: Pricing Date <br /> California Statewide Communities Development Authority <br /> Sacramento, California <br /> Wells Fargo Bank, National Association <br /> Los Angeles, California <br /> Re: Sale of Proposition IA Receivable <br /> Ladies Gentlemen: <br /> [I have /This Office has] acted as counsel for the City of Pleasanton (the "Seller <br /> in connection with the adoption of that certain resolution (the "Resolution of the City Council <br /> of the Seller (the "Governing Body pursuant to which the Seller authorized the sale to the <br /> California Statewide Communities Development Authority (the "Purchaser of the Seller's <br /> "Proposition IA Receivable as defined in and pursuant to the Purchase and Sale Agreement <br /> dated as of November I, 2009 (the "Sale Agreement between the Seller and the Purchaser. In <br /> connection with these transactions, the Seller has issued certain Irrevocable Instructions For <br /> Disbursement of the Seller's Proposition IA Receivable to the Controller of the State of <br /> California (the "Disbursement Instructions and a Bill of Sale and Bringdown Certificate of the <br /> Seller (the "Bill of Sale" and, collectively with the Sale Agreement and the Disbursement <br /> Instructions, the "Seller Documents <br /> Unless the context otherwise requires, capitalized terms used but not otherwise <br /> defined herein shall have the meanings given to such terms in the Sale Agreement. [I /We] have <br /> examined and are familiar with the Seller Documents and with those documents relating to the <br /> existence, organization, and operation of the Seller, the adoption of the Resolution, and the <br /> execution of the Seller Documents, and have satisfied ourselves as to such other matters as [I /we] <br /> deem necessary in order to render the following opinions. As to paragraphs numbered 3 and 4 <br /> below, [I /we] have relied as to factual matters on the representations and warranties of the Seller <br /> contained in the Sale Agreement. <br /> Based upon the foregoing, and subject to the limitations and qualifications set <br /> forth herein, [I /we] are of the opinion that: <br /> BI -1 <br />