RES 83172 - Laserfiche WebLink

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 contained 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", which opinion shall be substantially to the effect that the statements and information relating to the legal action described under such caption fairly and accurately describe such legal action 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 Memoramdum such counsel has no reason to believe that the Offering Memorandum, as of the date of C~osing, 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 Closings of the City~s representations and warranties contained herein and of the statements and information contained in the Offering Memorandum. In addition to the foregoing, the City shall as soon as practicable provide the Proceedings, certified by authorized officers of the City under its seal as true copies and as having been adopted or executed (as applicable), with only such amendments, modifications or supplements as may have been agreed to by the Underwriter. All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Purchase Contract shall be deemed to be in 10