|
creates a valid pledge of, lien upon and security interest in the proceeds of
<br />the Bonds and the interest thereon and the moneys in all funds and accounts
<br />established pursuant to the Resolution, including the investments thereof,
<br />subject in all cases to the provisions of the Resolution permitting the
<br />application thereof for the purposes and on the terms and conditions set-
<br />forth therein; and (6) based upon the information provided to such counsel
<br />in the course of their participation in the preparation of the Official
<br />Statement and (except as prowded above) without havin undertaken to
<br />determine independentl the accuracy or completeness o~ the statements
<br />contained in the Officia{Statement, such counsel have no reason to believe
<br />that the Official Statement (except for the financial and statistical data
<br />included therein and assumptions with resFf~ct thereto, as to which no view
<br />need be expressed) as of the date of the O cial Statement omitted, or as of
<br />the Closing Date omits, to state any material fact required to be stated
<br />therein or necessary to make the statements therein, in light of the
<br />circumstances under which they were made, not misleading;
<br />
<br /> (v) An opinion, dated the Closing Date and addressed to the
<br />Underwriter, of Howell & Hallgrimson, a proffessional corporation, counsel
<br />to the Underwriter, to the effect that (1) the Bonds are exem t from the
<br />registration reqmrements of the Securities Act of 1933, as amen~F;
<br /> the
<br /> · d, and
<br />Resolution is exempt from qualification under the Trust Indenture Act of
<br />1939, as amended, and (27 based upon the information made available to
<br />them in the course of their articipation in the preparation of the Official
<br />Statement as counsel to the E~nderwriter and without having undertaken to
<br />determine independently of assuming any resonsibility for the accuracy,
<br />completeness or fairness of the statements contained in the Official
<br />Statement, such counsel do not believe that the Official Statement, as of its
<br />date and as of the Closing Date, contains any untrue statement of a material
<br />fact or omits to state a material fact required to be stated therein or
<br />necessary to make the statements therein, in the light of the circumstances
<br />under which they were made, not misleading (except that no opinion or
<br />belief need be expressed as to an ap endices and any other financial and
<br />statistical data contained in the O~iciaF
<br /> Statement); and such memoranda of
<br />said firm, or of other counsel specified by the Underwriter, as to "blue sky"
<br />matters as the Underwriter may reasonably require;
<br />
<br /> (vi) An opinion, dated the Closing Date, and addressed to the
<br />Underwriter, of the City Attorney, to the effect that (1) to his best knowledge
<br />no action, suit, proceeding, inquiry or investigation, at law or in equity,
<br />before or by any court, re latory agency, public board of body, is pendin or
<br />threatened in any way a~ee~tin.~ the existence of the City or the titles o~ its
<br />.officers to their respective offices, or seeking to restrain or to enjoin the
<br />~ssuance, sale or delivery of the Bonds, the application of the proceeds
<br />thereof in accordance with the Resolution, the collection or a plication of
<br />the assessments and the interest thereon to pay the principal o~PaFnd interest
<br />on the Bonds, or in any way contesting of affecting the validity or
<br />enforceability of the Bonds, the Resolution, this Purchase Contract, the
<br />Acquisition Agreement, or any other applicable agreements or any action of
<br />the City contemplated by any of said documents, or in any way contesting the
<br />completeness or accuracy of the Official Statement or the powers of the City
<br />or its authority with respect to the Bonds, the Resolution, this Purchase
<br />Contract, the Acquisition Agreement, or any other applicable agreement, or
<br />any action on the part of the City contemplated by any of said documents, or
<br />
<br />
<br />
|