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8.A. - Page 93 <br /> APPENDIX E <br /> FORM OF FINAL OPINION OF BOND COUNSEL <br /> [Letterhead of Jones Hall,A Professional Law Corporation] <br /> [Closing Date] <br /> City of Redwood City Public Financing Authority <br /> 1017 Middlefield Road <br /> Redwood City,CA 94063 <br /> OPINION: $ City of Redwood City Public Financing Authority Water Revenue <br /> Refunding Bonds,Series 2015 <br /> Ladies and Gentlemen: <br /> We have acted as bond counsel to the City of Redwood City Public Financing Authority (the <br /> "Authority") in connection with the issuance by the Authority of the captioned bonds dated the date <br /> hereof (the "Bonds"). In such capacity, we have examined such law and such certified proceedings, <br /> certifications and other documents as we have deemed necessary to render this opinion. <br /> The Bonds are issued pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the Government <br /> Code of the State of California (the "Bond Law"), the Indenture of Trust, dated as of May 1, 2015 (the <br /> "Indenture"),by and between the Authority and U.S. Bank National Association, as trustee (the "Trustee <br /> "), and a resolution (the "Resolution") of the Authority adopted April 14, 2015. Under the Indenture, the <br /> Authority has pledged certain revenues (the "Revenues")for the payment of principal,premium(if any), <br /> and interest on the Bonds when due,including installment payments made by the City of Redwood City <br /> (the "City")under an Installment Purchase Contract, dated as of May 1, 2015 (the "Installment Purchase <br /> Agreement")between the Authority and the City. <br /> Regarding questions of fact material to our opinion, we have relied on representations of the <br /> Authority contained in the Indenture and the City contained in the Installment Purchase Agreement, and <br /> in the certified proceedings and other certifications of public officials furnished to us, without <br /> undertaking to verify the same by independent investigation. <br /> Based on the foregoing,we are of the opinion that,under existing law: <br /> 1. The Authority is a duly created and validly existing joint exercise of powers authority <br /> with the power to adopt the Resolution, enter into the Indenture and perform the agreements on its part <br /> contained therein, and issue the Bonds. <br /> 2. The City is a duly created and validly existing chartered city with the power to enter into <br /> the Installment Purchase Agreement and perform the agreements on its part contained therein. <br /> 3. The Indenture has been duly authorized, executed and delivered by the Authority, and <br /> constitutes a valid and binding obligation of the Authority,enforceable against the Authority. <br /> 4. The Installment Purchase Agreement has been duly authorized, executed and delivered <br /> by the Authority and the City, and constitutes a valid and binding obligation of the Authority and the <br /> City,enforceable against the Authority and the City. <br /> 5. The Indenture creates a valid lien on the Revenues and other funds pledged by the <br /> Indenture for the security of the Bonds,on a parity with other bonds (if any)issued or to be issued under <br /> the Indenture. <br /> Appendix E <br /> Page 1 <br />