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any legislation or re lation of any governmental agency, the pendency of any litigation,
<br />war or other nationa~ccalamity.
<br />
<br /> (e) At or prior to the Closing Date, the Underwriter shall have received
<br />two counterpart originals or certified copies of the following documents, in each caso
<br />satisfactory in form and substance to the Underwriter;
<br />
<br /> (i) The Official Statement, executed on behalf of the City by its
<br /> Mayor, City Manager or such other official as may be approved by the
<br /> Underwriter;
<br />
<br /> (ii) A transcript of all proceedin s taken by the City relating to the
<br /> h
<br /> aut orization, issuance, sale and delivery ~ the Bonds;
<br /> (iii) An unqualified opinion, dated the Closing Date and addressed to
<br /> the City, of Bond Counsel to the effect that the Bonds are the valid, legal,
<br /> bindin obligations of the City and that the interest thereon is excluded from
<br /> federaP income taxes, is not a specific preference item for purposes of the
<br /> federal individual and corporate alternative minimum taxes, and is exempt
<br /> from personal income taxes of the State of California as provided in the
<br /> Official Statement, together with an unqualified opinion of Bond Counsel,
<br /> dated the Closing Date and addressed to the Underwriter, to the effect that
<br /> such opinion addressed to the City may be relied upon by the Underwriter to
<br /> the same extent as if such opinion was addressed to it;
<br />
<br /> (iv) An opinion, dated the Closing Date and addressed to the
<br /> Underwriter, of Bond Counsel to the effect that (1) this Purchase Contract
<br /> has been duly authorized, executed and delivered b the City, and, assuming
<br /> due authorization, execution and delivery by the EVnderwriter, constitutes a
<br /> legal, valid and binding agreement of the City, enforceable in accordance
<br /> with its terms, subject to bankruptcy, insolvency and other laws affectin the
<br /> enforcement of creditors' rights ~n general and except as such enforcea~ility
<br /> may be limited by the ap lication of equitable principals if equitable
<br /> remedies are sought; (2) t~ Bonds are not subject to the registration
<br /> .requirements of the Securities Act of 1933, as amended, and the Resolution
<br />
<br /> amended; ( e h o o f and tenor to
<br /> the descriptions thereof contained in the Official Statement, and the
<br /> statements contained in the Official Statement on the cover and under the
<br /> captions "Introductory Statement", 'The Bonds", "Security for the Bonds",
<br /> "Special Risk Factors", "Miscellaneous - Legal Opinion", and "Miscellaneous -
<br /> Tax .Exemption", insofar as such statements purport to summarize certain
<br /> prows~ons of the Municipal Improvement Act of 1913, the Improvement
<br /> Bond Act of 1915, the Bonds, the Resolution, and other applicable laws and
<br /> agreements, present a fair and accurate summary of such provisions, and
<br /> such summaries do not contain any untrue statements of a material fact or
<br /> omit to state a material fact required to be stated in the Official Statement or
<br /> necessary to make the statements made therein, in the light of the
<br /> circumstances under which they are made, not misleading in any material
<br /> respect; (4) the Resolution and the Bonds constitute legal, valid and binding
<br /> agreements of the City enforceable in accordance with their terms except as
<br /> such enforceability may be limited by bankruptcy, insolvency and other laws
<br /> affecting the enforcement of creditors' rights in general and the application
<br /> of equitable principles if equitable remedies are sought; (5) the Resolution
<br />
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