RES 86136 - Laserfiche WebLink

(2) A letter of Bond Counsel, dated the date of the Closing and addressed to the Underwriter, to the effect that the opinion referred to in the preceding subparagraph may be relied upon by the Underwriter to the same extent as if such opinion were addressed to them; (3) A supplementary opinion, dated the date of the Closing and addressed to the Underwriter, to the effect that (i) this Purchase Contract has been duly authorized, executed and delivered by, and, assuming due authorization, execution and delivery by the Underwriter, constitutes a legal, valid and binding agreement of the City enforceable in accordance with its terms, except as such enforceability may be limited by the application of equitable principles if equitable remedies are sought; (ii) the bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Resolution is exempt from qualification under the Trust Indenture Act of 1939, as amended; (iii) the Bonds conform.as to form and tenor to the description thereof contained under the caption "The Bonds" in the Offering Memorandum, and the statements contained therein under the captions "The Bonds"; The Project"; "Bondholders' Risks"; and "Tax Exemption" insofar as such statements purport to summarize certain provisions of the 1913 Act, the Bond Law, the Bonds, the Resolution, the Proceedings or applicable provisions of the United States Internal Revenue Code, present a fair and accurate summary of such provisions; and, in connection with Bond Counsel's participation in the Proceedings land in the preparation of the Offering Memorandum, but without undertaking independently to verify the accuracy or completeness of the statements in the Offering Memorandum, Bond Counsel has no reason to believe that the Offering Memorandum, as of the date of Closing, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to made the statements made therein, in the light of the circumstances under which they were made, not misleading in any material respect; (4) A certificate dated the date of the Closing, addressed to the Underwriter and signed by the Mayor of the City; by the City Clerk or Deputy City Clerk of the City and by the City Manager to the effect that: (i) The representations and warranties of the City contained herein are true and correct in all material respects on and as of the date of the Closing as if made on the date of Closing;