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RES 2024025
City of Pleasanton
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CITY CLERK
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2024
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RES 2024025
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CITY CLERK
CITY CLERK - TYPE
RESOLUTIONS
DOCUMENT DATE
5/7/2024
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<br /> E-2 <br /> <br />5. The City is a municipal corporation duly organized and existing under the laws of <br />the State of California, with power to enter into the Installment Sale Agreement and to perform <br />the agreements on its part contained therein. The Installment Sale Agreement has been duly <br />approved by the City and constitutes a legal, valid and binding obligation of the City enforceable <br />against the City in accordance with its terms. The Installment Sale Agreement establishes a <br />valid lien on and security interest in the Net Revenues of the Water System and other funds <br />pledged thereby for the security of the Installment Payments, in accordance with the terms of <br />the Installment Sale Agreement. <br /> <br />6. Interest on the Bonds is excluded from gross income for federal income tax <br />purposes and is not an item of tax preference for purposes of the federal alternative minimum <br />tax. The opinions set forth in the preceding sentence are subject to the condition that the <br />Authority and the City comply with all requirements of the Internal Revenue Code of 1986, as <br />amended, which must be satisfied subsequent to the issuance of the Bonds in order that <br />interest thereon be, or continue to be, excluded from gross income for federal income tax <br />purposes. The Authority and the City have covenanted in the Indenture, the Installment Sale <br />Agreement and in other instruments relating to the Bonds to comply with each of such <br />requirements, and the Authority and the City have full legal authority to make and comply with <br />such covenants. Failure to comply with certain of such requirements may cause the inclusion of <br />interest on the Bonds in gross income for federal income tax purposes to be retroactive to the <br />date of issuance of the Bonds. We express no opinion regarding other federal tax <br />consequences arising with respect to the ownership, sale or disposition of the Bonds, or the <br />amount, accrual or receipt of interest on the Bonds. <br /> <br />7. Interest on the Bonds is exempt from California personal income taxation. <br /> <br />Interest on the Bonds may be subject to the corporate alternative minimum tax. We <br />express no opinion regarding any other tax consequences arising with respect to the ownership, <br />sale or disposition of, or the amount, accrual or receipt of interest on, the Bonds. The rights of <br />the owners of the Bonds and the enforceability of the Bonds, the Indenture and the Installment <br />Sale Agreement may be subject to bankruptcy, insolvency, moratorium and other similar laws <br />affecting creditors’ rights heretofore or hereafter enacted and their enforcement may be subject <br />to the exercise of judicial discretion in accordance with general principles of equity. <br /> <br />This opinion is given as of the date hereof, and we assume no obligation to revise or <br />supplement this opinion to reflect any facts or circumstances that may hereafter come to our <br />attention, or any changes in law that may hereafter occur. Moreover, our opinions are not a <br />guarantee of a particular result, and are not binding on the Internal Revenue Service or any <br />court; rather, our opinions represent our legal judgment based upon our review of existing law <br />that we deem relevant to such opinions and in reliance upon the representations and covenants <br />referenced above. Our engagement with respect to this matter has terminated as of the date <br />hereof. <br /> <br />Respectfully submitted, <br /> <br /> <br /> <br />A Professional Law Corporation <br />
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