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of the Port Agreements or this Pwchase Agreement or in any way contesting or affecting
<br /> the validity or enforceability of the Port Agreements,the Series 2015 Bonds or this
<br /> Purchase Agreement or contesting the powers of the Port to enter into,adopt or perform
<br /> its obligation under any of the foregoing,wherein an unfavorable decision,ruling or
<br /> finding would materialiy adversely affect the transacrions contemplated hereby and by
<br /> the Official Statement,or which,in any way,would materially adversely affect the
<br /> validity of the Port Agreements,Series 2015 Bonds or this Purchase Agreement,or any
<br /> agreement or instrument to which the Port is a party and which is used or contemplated
<br /> for use in the consummation of the transactions contemplated hereby and by the Official
<br /> Statement;
<br /> (10) Opinion ofCounse(to the Bank. The opinion of Counsel to U.S.Bank National
<br /> Association(the "Bank"),in its capacities as Trustee and Escrow Agent,dated the Closing Date,
<br /> addressed to the Port and the Underwriter,to the effect that:(A)We Bank is a national banking
<br /> association,validly existing and in good standing under the laws of the United States,duly
<br /> qualified to do business and to exercise trust powers therein,6aving full power and authority to
<br /> enter into and to perform its duties as Trustee under the Indenture and as Escrow Agent under the
<br /> Escrow Agreement,and has fuli power and authority to execute and deliver such agreements,and
<br /> to perform its obligations thereunder;(B)the lndenture and the Escrow Agreement have each
<br /> been duly executed and delivered by the Bank,and assuming the authorization,execution and
<br /> delivery by the other parties thereto,such agreements are each legal,valid and binding
<br /> agreements of the Bank,enforceable against the Bank in such capacity in accordance with their
<br /> respective terms except as such enforcement thereof may be limited by bankruptcy,insolvency,
<br /> reorganization,receivership,moratorium,fraudulent conveyance,and other similar taws affecting
<br /> the rights and remedies of creditors generally,and by the effect of general principles of equity,
<br /> including wit6out limitation,concepts of materiality,reasonableness,good faith and fair dealing
<br /> and the possible unavailability of specific performance or injunctive relief,whether considered in
<br /> a proceeding at law or in equity;(C)the Series 20l 5 Bonds have been validly authenticated,
<br /> registered and delivered by the Bank in its capacity as Trustee;(D)no authorization,approval,
<br /> consent or other order of the State or any other govetnmental authority or agency within the State
<br /> having jwisdiction over the Banlc,or,to suc6 counsel's knowledge afler reasonable investigation,
<br /> any other person or corporation,is required for the valid authorization,execution,delivery and
<br /> performance by t6e Bank of tUe Indenture or the Escrow Agreement,and(E)the execution and
<br /> delivery of the Indenhue and the Escrow Agreement,and compliance by the Bank with the
<br /> provisions thereof under the circumstances contemplated thereby,does not in any material respect
<br /> conflict with or constitute on the part of the Bank a breach or default under any agreements or
<br /> other instrument to which the Bank is a party(and of which such counsel is aware after
<br /> reasonable investigation)or by which it is bound(and of which such counsel is aware after
<br /> reasonable investigation)or any existing law,regulation,court order or consent decree to which
<br /> the Bank is subject;
<br /> (11) Bylaws oJTrustee. Certified copies of excerpts from the bylaws of the Trustee
<br /> authorizing the execution and delivery of the Indenture;
<br /> (I 2) Cerli rcate ofthe Trustee. A certificate of the Bank,in its capacity as Trustee,
<br /> dated the Closing Date,signed by a duly aut6orized official,to the effect that: (A)Trustee is a
<br /> national banking association duly organized and existing under the laws of the United States of
<br /> America,having the full power and being qualified to enter into and perform its duties under the
<br /> Indentwe;(B)Trustee is duly authorized to enter into the Indenture and to authenticate and
<br /> deliver the Series 2015 Bonds to the Underwriter pursuant to the Indenture;(C)the Series 2015
<br /> Bonds have been duly authenticated and delivered by Trustee;(D)the execution and delivery of
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<br /> 31498-0016�BpA-FIN
<br /> SF1321373079.5
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