RES 86187 - Laserfiche WebLink

ability of a developer to proceed with the development as contemplated by the Offering Memorandum; (vii) an event described in paragraph 8 hereof occurs which in the opinion of the Underwriter requires a supplement or amendment to the Offering Memorandum, and such supplement or amendment is not agreed to be the City; and (e) At or prior to the Closing, the Underwriter shall have received each of the following documents: (1) Opinions, in form and substance satisfactory to the City and the Underwriter, dated as of the Closing Date, of (a) Sturgis, Ness, Brunsell & Sperry, Bond Counsel, approving, without qualification, the validity of the bonds and the exemption of the interest thereon from federal and state personal income taxation, as described in the Offering Memorandum; (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