RES 90061 - Laserfiche WebLink

1933, as amended, and the Bond Resolution is exempt from qualification under the Trust Indenture Act of 1939, as amended, and (2) based upon the information made available to them in the course of their participation in the preparation of the Official Statement as counsel to the Underwriter and without having undertaken to determine independently of assuming any responsibility for the accuracy, completeness or fairness of the statements contained in the Official Statement, such counsel do not believe that the Official Statement, as of its date and as of the Closing Date, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that no opinion or belief need be expressed as to any appendices and any other financial and statistical data contained in the official Statement); and such memorandum of said firm, or of other counsel specified by the Underwriter, as to "blue sky" matters as the Underwriter may reasonably require; (vi) An opinion, dated the Closing Date, and addressed to the Underwriter, of the City Attorney, to the effect that (1) to his best knowledge no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board of body, is pending or threatened in any way affecting the existence of the City or the titles of its officers to their respective offices, or seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, the application of the proceeds thereof in accordance with the Bond Resolution, the collection or application of the assessments and the interest thereon to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity or enforceability of the Bonds, the Bond Resolution, this Purchase Contract, or any other applicable agreements or any action of the City contemplated by any of said documents, or in any way contesting the completeness or accuracy of the official Statement or the powers of the City or its authority with respect to the Bonds, the Bond Resolution, this Purchase Contract, or any other applicable agreement, or any action on the part of the City contemplated by any of said documents, or in any way seeking to enjoin or restrain the City from approving the development of any of the property within the Reassessment District, or which challenges the exemption of interest paid on the Bonds from California personal income taxation or the exclusion of interest on the Bonds from gross income for federal income tax purposes, nor to his knowledge is there any basis therefore; (2) the City is duly organized and validly existing as a municipal corporation of the State of California under the constitution and laws thereof with full legal right, power and authority to issue the Bonds and to perform all of its obligations under this Purchase Contract, the Bonds, and all other applicable agreements; and (3) the City has duly and validly adopted the Bond Resolution, and it is in full force and effect; 2277\pc 4