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BONDS"aud"TAX MATTERS,"and contained in APPENDIX C—"SUMMARY OF CERTAIN
<br /> PROViS10NS OF THE INDENTURE,"and APPENDIX E—"FORM OF BOND COUNSEL OPINION"insofaz
<br /> as such statements summarize certain provisions of the Indenture,the Series 2015 Bonds,and the
<br /> legal opinion and certain provisions of federal and State law,are accurate in all material respects;
<br /> (5) Defeasance Opittion ofBond Counsel. An opinion of Bond Counsel,dated the
<br /> Closing Date,and addressed to the Port and the Underwriter,in form and substance satisfactory
<br /> to the Port and the Undenvriter,to the effect that the Refunded Bonds have been defeased and
<br /> discharged,and receipt of satisfactory evidence that the loan from the State Department of
<br /> Boating and Waterways(the"DBW")has been repaid by the Port;
<br /> (6) NeQative Assurance Letter ofDrsclosure Counsel. The negative assurance letter
<br /> of Disclosure Counsei,dated the date of Closing and addressed to We Port and the Underwriter,to
<br /> the effect that,based upon the information made available to them in the course of their
<br /> participation in the preparation of the Official Statement aud without passing on and without
<br /> assuming any responsibility for the accuracy,completeness and fairness of the statements in the
<br /> Official Statement,and having made no independent investigation or verification thereof,no
<br /> information has come to the attention of the attorneys rendering legal services in connection with
<br /> such representation that lead them to believe that,as of the date of Closing,the Official Statement
<br /> (except for any fmancial or statistical data or forecasis,numbers,charts,tables,graphs,estimates,
<br /> projections,assumptions or expressions of opinion,or auy inforcnation concerning DTC or the
<br /> book-entry only system,the Bond Insurer,the Bond lnsurance Policy or the Surety Policy
<br /> included therein,as to which no opinion or view need be expressed)contains any untrue
<br /> statement of a material fact or omits to state aay material fact required to be stated therein or
<br /> necessary to make the statements therein,in the light of the circumstances under which they were
<br /> made,not misleading;
<br /> r
<br /> (7) Opinion ofCounsel to the Port. An opinion of Franqois X.Sorba,Esq.,as
<br /> counsel to the Port,with respect to the Series 2015 Bonds,dated the Date of Closing and
<br /> addressed to the Port and the Underwriter,substantially in the form attached as Exhibit B
<br /> (8) Opinion of Underwriter's Counsel. The opinion of Underwriter's Counsel,dated
<br /> the date of Closing and addressed to the Underwriter,to the effect that,based upon the
<br /> information made available to them in the course of their participarion in the prepararion of the
<br /> Official Statement and without passing on and without assuming suy responsibility for the
<br /> accuracy,completeness and fairaess of the statements in the Official Statement,and having made
<br /> no independent investigation or verification thereof,no information has come to the attention of
<br /> the attorneys rendering legal services in connection with such representation that lead them to
<br /> believe that,as of the date of Closing,the Official Statement(except for any financial or
<br /> statistical data or forecasts,numbers,charts,tables,graphs,estimates,projecrions,assumptions or
<br /> expressions of opinion,or any informarion concerning the DTC or the book-entry only system,
<br /> the Bond Insurer,the Bond Insurance Policy or the Surety Policy included therein,as to which no
<br /> opinion or view need be expressed)contains any unWe statement of a material fact or omits to
<br /> state any material fact required to be stated therein or necessary to make the statements therein,in
<br /> the light of the circumstances under which they were made,not misleading;that the Series 2015
<br /> Bonds are exempt from registration under che Securities Act of 1933,as amended;the Indeatwe
<br /> is exempt Gom qualification pursuant to the Trust Indenhue Act of 1939,as amended;and the
<br /> Continuing Disclosure Certificate provides a suitable basis for the Underwriter,in connection
<br /> with the Offering(as defined in Rule i 5c2-12)of t6e Series 2015 Bonds to make a reasonable
<br /> determination as required by section(b)(5)of such Rule;
<br /> 10
<br /> 31498-0016�BPA-FfN
<br /> SF1321373079.5
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