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- EXHIBIT B1 <br /> <br />OPINION OF COUNSEL <br />to <br />CITY OF PLEASANTON <br /> <br />July 14, 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 the <br />California Statewide Communities Development Authority (the "Purchaser") of the Seller's <br />"VLF Receivable", as defined in and pursuant to the Purchase and Sale Agreement dated July <br />14, 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 "Seller Documents''). <br /> <br /> Unless the context othea'wise requires, capitalized terms used but not otherwise <br />defined herein shall have the meanings given to such trims in the Sale Agreement. We have <br />examined and are familiar with the Seller Documents and with those documents relating to the <br />existence, organization, and operation of the Seller, the adoption of the Resolution, and the <br />execution of the Seller Documents, and have satisfied ourselves as to such other matters as we <br />deem necessary in order to render the following opinions. As to paragraphs numbered 3 and 4 <br />below, we have relied as to factual matters on the representations and warranties of the Seller <br />contained in the Sale Agreement. <br /> <br />Based upon the foregoing, we are of the opinion that: <br /> <br /> 1. The Seller is a municipal corporation and general law city, duly organized <br />and validly existing pursuant to the laws and the Constitution of the State of California. The <br />Governing Body is the governing body of the Seller. <br /> <br />T~, B 1 - 1 <br />DOCSSF1:817948.I <br /> <br /> <br />