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City of Pleasanton <br />U.S. Bank National Association, as successor trustee <br />April ~ 2005 <br />Page 2 <br /> <br /> 2. The execution and delivery of the Supplement by the Issuer and the Trustee will <br />not, in and of itself, adversely affect any exclusion of the interest on the Bonds from the gross <br />income of the owners of the Bonds for federal income tax purposes in effect on the date hereof <br />or the conformance of the Bonds or the Project (as defined in the Indenture) with the Act (as <br />defined in the Indenture) or the laws of the State of California relating to the Bonds. <br /> <br /> We express no opinion herein as to any matter governed by laws other than the laws of <br />the State of California and the laws of the United States of America. This opinion is being <br />rendered to the addressees hereof solely for their benefit in connection with the execution and <br />delivery of the Supplement, and is not to be relied on, used, circulated, quoted or otherwise <br />referred to by anyone else for any other purpose. <br /> <br /> Respectfully submitted, <br /> <br />j8094 <br /> <br /> <br />