RES 84176 - Laserfiche WebLink

(9) A Certificate dated the date of Closing, addressed to the Underwriter and signed by an officer of Catlahan Pentz Properties, Pleasanton ("C.P.P.") substantially to the effect that C.P.P- has provided the information set forth in the Offering Memorandum describing C.P.P. and the development undertaken and proposed to be undertaken by C.P.P., that such information fairly and accurately -describes C.P,P. and the development undertaken and proposed to be undertaken by C.P.P. for the-purposes intended thereby, that the Underwriter is authorized to use such information in the distribution of the Offering Memorandum and that, in connection with C.P.P.'s participation in the preparation of the Offering Memorandum, it 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 any material fact necessary in order to make the statements containee therein, in the light of the circumstances under which they were made, not misleading; (10) An opinion, dated the date of the Closing, of counsel to either Prudential or C.P.P., who is familiar with the legal action described in the Offering Memorandum under the caption "Superior Court Action and Referendum", which opinion shall be substantially to the effect that the statements and information relating to the legal action and referendum described under such caption fairly and accurately describe such legal action and referendum as it affects or may affect the developments and proposed developments of Prudential and C.P.P. as such developments are described elsewhere within the Offering Memorandum that, upon review of the Offering Memorandum, such 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 any material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made,!not misleading; (11) An opinion of Jones Hall Hill & White, A Professional Law Corporation, dated the date of Closing and addressed to the Underwriter, as to such matters as the Underwriter shall reasonably request. In rendering such opinion, Jones Hall Hill & White may rely as to applicable matters of California law and federal tax and securities law upon the opinions of Sturgis, Ness, Brunsell & Sperry, Bond Counsel and of the City Attorney, as appropriate; and (12) Such additional legal opinions, certificates, instruments and documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the date of the Closing, of the City's representations and warranties contained herein and of the statements and information contained in the Offering Memorandum. 10