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Attachment 2 <br /> EXHIBIT B2 <br /> OPINION OF COUNSEL <br /> to <br /> CITY OF PLEASANTON <br /> Dated: Closing 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 (Bringdown Opinion) <br /> Ladies Gentlemen: <br /> Pursuant to that certain Purchase and Sale Agreement dated as of November I, <br /> 2009 (the "Sale Agreement between the City of Pleasanton (the "Seller and the California <br /> Statewide Communities Development Authority (the "Purchaser this Office delivered an <br /> opinion (the "Opinion dated the Pricing Date as counsel for the Seller in connection with the <br /> sale of the Seller's Proposition IA Receivable (as defined in the Sale Agreement), the execution <br /> of documents related thereto and certain other related matters. <br /> Capitalized terms used but not defined herein shall have the meanings given to <br /> such terms in the Sale Agreement. <br /> I confirm that you may continue to rely upon the Opinion as if it were dated as of <br /> the date hereof. Each Credit Enhancer and the underwriters of the Bonds may rely upon this <br /> legal opinion as if it were addressed to them. This letter is delivered to you pursuant to Section <br /> 2(b)(ii)(1) of the Sale Agreement. <br /> Very truly yours, <br /> By: <br /> Seller's Counsel <br /> B2 -1 <br />