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EXHIBIT B1 <br /> <br /> OPINION OF COUNSEL <br /> · to <br /> CITY OF PLEASANTON <br /> <br /> March 2, 2005 <br /> <br />California Statewide Communities Development Authority <br />Sacramento, California <br /> <br />Wells Fargo Bank, National Association <br />Los Angeles, California <br /> <br /> Re: Sale of VLF Receivable <br /> <br />Ladies & Gentlemen: <br /> <br /> This Office acted as counsel for the City of Pleasanton (the "Seller") in <br />connection with the adoption of that certain resolution (the "Resolution") of the City Council of <br />the Seller (the "Governing Body") pursuant to which the Seller authorized the sale to thc <br />California Statewide Communities Development Authority (thc "Purchaser") of the Seller's <br />"VLF Receivable", as defined in and pursuant to the Purchase and Sale Agreement dated March <br />2, 2005 (the "Sale Agreement") between the Seller and the Purchaser. In connection with these <br />transactions, the Seller has issued certain Irrevocable Instructions For Disbursement of the <br />Seller's VLF Receivable to the Controller of the State of California (the "Disbursement <br />Instructions" and collectively with the Sale Agreement, the "Transaction Documents"). Unless <br />thc context otherwise requires, capitalized terms used but not otherwise defined herein shall have <br />the meanings given to such terms in thc Sale Agreement. <br /> <br /> I have examined and am familiar with those documents relating to the existence, <br />organization, and operation of the Seller, the Resolution, the Transaction Documents and such <br />certified proceedings, certifications of officers of the Seller and others, and such other <br />agreements, instruments and documents, and have satisfied myself as to such other matters, as I <br />deem necessary in order to render the following opinions. <br /> <br /> Based upon the foregoing, I am of the opinion that: <br /> <br /> 1. The Seller is a municipal corporation of the State of California, duly <br />organized and validly existing pursuant to laws and the Constitution of thc State of California. <br /> <br /> 2. The Seller has full power and authority to adopt the Resolution and to execute <br />and deliver the Transaction Documents. <br /> <br />Taxablc <br />DOCSSF1:795397·1 B 1 - 1 <br /> <br /> <br />