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FORM OF OPINION OF BOND COUNSEL April ~ 2005 City of Pleasanton 200 Old Bemal Avenue Pleasanton, California 94566 U.S. Bank National Association, as successor trustee 550 South Hope Street, Suite 500 Los Angeles, California 90071 OPINION: First Supplemental Indenture of Trust relating to City of Pleasanton Multifarnily Housing Revenue Refunding Bonds (Civic Square Apartments), 1994 Issue A Ladies and Gentlemen: The City of Pleasanton (the "Issuer") has issued its City of Pleasanton Mulfffamily Housing Revenue Refunding Bonds (Civic Square Apartments), 1994 Issue A (the "Bonds") pursuant to an Indenture of Trust, dated as of December 15, 1994 (the "Indenture"), by and between the Issuer and U.S. Bank National Association, as successor trustee (the "Trustee"). The proceeds of the Bonds were loaned by the Issuer to Civic Square, LLC (the "Borrower") pursuant to a Loan Agreement, dated as of December 15, 1994, among the Issuer, the Trustee and the Borrower. The Indenture is now being supplemented by a First Supplemental Indenture of Trust, dated as of April 15, 2005 (the "Supplement"), between the Issuer and the Trustee, as consented to by the Borrower and the sole owner of the Bonds. We have examined the law, the Indenture, the Supplement and such certified proceedings and other papers as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon representations of the Issuer, the Borrower, Wells Fargo Bank, National Association, as the sole owner of the Bonds, and others furnished in connection with the Supplement, without undertaking to verify the same by Independent investigation. In addition, we have assumed that the sole Bondowner and the Borrower have fully consented to the Supplement. Based upon the foregoing, we are of the opinion, under existing law, as follows: 1. The Supplement is authorized and permitted by Section 9.02 of the Indenture.