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the Offering Memorandum, but without 'undertaking independently to
<br />verify the accuracy or completeness of the statements in the Offering
<br />Memorandum, Bond Counsel has no reason to believe that the Offering
<br />Memorandum, as of the date of Closing, contained any untrue statement
<br />of a material fact or omitted to state a material fact required to be
<br />stated therein or necessary to make the statements made therein, in the
<br />light of the circumstances under which they were made, not misleading
<br />in any material respect;
<br />
<br /> (4) A certificate dated the date of the Closing, addressed to the
<br />Underwriter and signed by the Mayor of the City; by the City Clerk or
<br />Deputy City Clerk of the City and by the City Manager to the effect
<br />that:
<br />
<br /> (i) The representations and warranties of the City contained
<br /> herein are true and correct in all material respects on and as of
<br /> the date of the Closing as if made on the date of Closing;
<br />
<br /> (ii) There is no action, suit, proceeding or investigation before
<br />or by any court, public board or body pending or threatened, wherein an
<br />unfavorable decision, ruling or finding would: (A) affect the
<br />creation, organization, existence or powers of the City, or the titles
<br />of its Council members and officers to their respective offices, (B)
<br />enjoin or restrain the issuance, sale and delivery of the Bonds, the
<br />levy or collection of the Assessments or any other moneys or property
<br />pledged or to be pledged under the Resolution, or the pledge thereof,
<br />(C) in any way question or affect any of the rights, powers, duties or
<br />obligations of the City with respect to the Assessments or moneys and
<br />assets pledged or to be pledged to pay the principal of, premium, if
<br />any, or interest on the Bonds, (D) in any way question or affect any
<br />authority for the issuance of the Bonds, or the validity or
<br />enforceability of the Bonds or the Proceedings, or (E) in any w~y
<br />question or affect this Purchase Contract or the transactions
<br />contemplated by this Purchase Contract, the Proceedings, the Offering
<br />Memorandum or the documents referred to in the Offering Memorandum;
<br />
<br /> (iii) The City has co~-c~lied with all agreements, covets and
<br />arrangements, and satisfied all conditions, on its part to be complied
<br />with or satisfied at or prior to the Closing; and
<br />
<br /> (iv) To the best of our knowledge, no event affecting the City has
<br />occurred since the date of the Offering Me~Dr~ which should be
<br />disclosed in the Offering Memorarnkim for the purposes for which it is
<br />necessary to disclose therein in order to make the statements not
<br />misleading in any respect;
<br />
<br /> (5) An opinion, dated the date of Closing and addressed to the
<br />Underwriter, of Peter D. MacDonald, as City Attorney, that, there is
<br />not action, suit, proceeding or investigation before or by any court,
<br />public board or body pending or threatened, wherein an unfavorable
<br />decision, ruling or finding would: (i) affect the creation,
<br />organization, existence or powers of the City, or the titles of its
<br />
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