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action materially and adversely affecting the ability of a developer to proceed with the development
<br />as contemplated by the Offering Memorandum; (vii) an event described in paragraph 8 hereof
<br />occurs which in the opinion of the Underwriter requires a supplement or amendment to the Offering
<br />Memorandum, and such supplement or amendment is not agreed to by the City; and
<br />(E) At or prior to the Closing, the Underwriter shall have received each of the following
<br />documents:
<br />(i) Opinions, in form and substance satisfactory to the City and the Underwriter, dated
<br />as of the Closing Date, of (a) Sturgis, Ness, Brunsell & Sperry A Professional Corporation,
<br />Bond Counsel, and (b) Jones Hall Hill & White, A Professional Law Corporation, Special Tax
<br />Counsel, approving, without qualification (except such qualification as may be acceptable to the
<br />Underwriter), the validity of the Bonds and the exemption of the interest thereon from federal
<br />income taxation and state personal income taxation, as described in the Offering Memorandum;
<br />(ii) Letters of Bond Counsel and of Special Tax Counsel, respectively, dated the date of
<br />the Closing and addressed to the Underwriter, to the effect that the opinions referred to in the
<br />preceding subparagraph (i) may be relied upon by the Underwriter to the same extent as if
<br />such opinions were addressed to them;
<br />(iii) A supplementary opinion, dated the date of the Closing and addressed to the
<br />Underwriter, of Bond Counsel to the effect that (i) this Purchase Contract has been duly
<br />authorized, executed and delivered by, and, assuming due authorization, execution and delivery
<br />by the Underwriter, constitutes a legal, valid and binding agreement of the City enforceable in
<br />accordance with its terms, except as such enforceability may be limited by the application of
<br />equitable principles if equitable remedies are sought; (ii) the Bonds are not subject to the
<br />registration requirements of the Securities Act of 1933, as amended, and the Resolution is
<br />exempt from qualification under the Trust Indenture Act of 1939, as amended; and (iii) the
<br />Bonds conform as to form and tenor to the description thereof contained under the caption
<br />"The Bonds" in the Offering Memorandum, and the statements contained therein under the
<br />captions "The Bonds"; The Improvement Project"; "Bondowner Risks"; "Legal Opinion"; and
<br />"Tax Exemption", insofar as such statements purport to summarize certain provisions of the
<br />1913 Act, the Bond Law, the Bonds, the Resolution. the Proceedings or applicable provisions
<br />of the United States Internal Revenue Code, present a fair and accurate summary of such
<br />provisions; and, in connection with Bond Counsel's participation in the Proceedings and in the
<br />preparation of the Offering Memorandum, but without undertaking independently to verify the
<br />accuracy or completeness of the statements in the Offering Memorandum, Bond Counsel has
<br />no reason to believe that the Offering Memorandum, as of the date of Closing, contained any
<br />untrue statement of a material fact or omitted to state a material fact required to be stated
<br />therein or necessary to make the statements made therein, in the light of the circumstances
<br />under which they were made. not misleading in any material respect;
<br />(iv) A certificate dated the date of the Closing, addressed to the Underwriter and signed
<br />by the Mayor of the City; by the City Clerk or Deputy City Clerk of the City and by the City
<br />Manager to the effect that:
<br />(1) The representations and warranties of the City contained herein are true and
<br />correct in all material respects on and as of the date of the Closing as if made on the date
<br />of the Closing;
<br />(2) Except as described in the Offering Memorandum, there is no action, suit,
<br />proceeding or investigation before or by any court, public board or body pending or
<br />threatened, wherein an unfavorable decision, ruling or finding would: (a) affect the
<br />creation, organization, existence or powers of the City, or the titles of its Council members
<br />and officers to their respective offices, (b) enjoin or restrain the issuance, sale and delivery
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