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governing boards of the Client and the Authority authorizing the issuance � and sale of the Bonds and approving related documents and actions, (b) preparation of all financing documents, including an installment purchase contract and indenture of trust, (c) preparation of all documents required for the closing of the issue, (d)supervising the closing, and (e) preparation of all other proceedings incidental to or in connection with the issuance and sale of the Bonds. c. Advising the Client,from the time Attorneys are hired as Bond Counsel until the Bonds are issued, as to compliance with federal tax law as required to ensure that interest on the Bonds is exempt from federal income taxation. d. Upon completion of proceedings to Attorneys'satisfaction, providing a legal opinion (the"Bond Opinion")approving the validity and enforceability of the proceedings for the authorization, issuance and delivery of the Bonds, and stating that interest on the Bonds is (a) excluded from gross income for purposes of federal income taxes and (b) exempt from California personal income taxation. The Bond Opinion will be addressed to the Authority, and may also be addressed to the underwriter of the Bonds and other participants in the financing. e. Review those sections of the official statement or other form of offering or disclosure document to be disseminated in connection with the sale of the Bonds involving summary descriptions of the Bonds, the legal proceedings leading to the authorization and sale of the Bonds, the legal � documents under which the Bonds will be issued, and federal tax law and securities law provisions applicable to the Bonds, as to completeness and accuracy. We understand that Quint � Thimmig LLP will act as disclosure counsel to the Client and (a)will assist in the preparation of the official statement and (b) will advise with respect to compliance with state and federal securities laws. f. Assist the Client in presenting information to bond rating organizations and providers of credit enhancement relating to legal issues affecting the issuance of the Bonds. g. Such other and further services as are normally performed by bond counsel in connection with similar financings. Attorneys' Bond Opinion will be delivered by Attorneys on the date the Bonds are exchanged for their purchase price (the "Closing"). The Bond Opinion will be based on facts and law existing as of its date, will cover certain matters not directly addressed by such authorities, and will represent Attorneys'judgment as to the proper treatment of the Bonds for federal income tax purposes. Attorneys' opinion is not binding on the Internal Revenue Service("IRS")or the courts. Attorneys cannot and will not give any opinion or assurance about the effect of future changes in the Internal Revenue Code of 1986 (the "Code"), the applicable regulations, the interpretation thereof or the enforcement thereof by the IRS. Client acknowledges that future legislation, if enacted into law, or clarification � of the Code may cause interest on the Bonds to be subject, directly or indirectly, to federal income taxation, or otherwise prevent owners of the Bonds from realizing the full current benefit ATTY/AGR/2015.029/PFA 2015 REFUNDING WATER REVENUE BONDS AGR REV:02-11-15 PT Page 2 of 6