RES 85457 - 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 (1) 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, of Bond Counsel 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; and (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 Improvement Project"; "Bondowner Risks"; "Legal Opinion"; 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 and 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 make 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 Closin9 as if made on the date of the Closing; (ii) Except as described in the Offering Memorandum, there is no action, suit, proceeding or investigation before or by any court, public board or body pending or threatened, wherein an unfavorable decision, ruling or finding would: (A) affect the creation, organization, existence or powers of the City, or the titles of its