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EXHIBIT B
<br /> FORM OF OPINION OF COUNSEL TO THE PORT
<br /> [Closing Date]
<br /> Board of Commissioners of the
<br /> Port Department of the City of Redwood City
<br /> 675 Seaport Blvd.
<br /> Redwood City,CA 94063
<br /> Re: $6,940,000 Port of Redwood City Refunding Revenue Bonds,Series 20l 5
<br /> I have acted as counsel to the Board of Commissioners (the "Port Commissioners") of the Port
<br /> Department of the City of Redwood Ciry (the "Port") with respect to execution and delivery of
<br /> $6,940,000 aggregate principal amount of Port of Redwood City Refunding Revenue Bonds, Series 2015
<br /> (the"Series 2015 Bonds"). ln connection therewith, I have examined such documents, certificates and
<br /> instruments as I deemed necessary for the purposes of this opinion, including,but not limited to: (i) the
<br /> Master Indenhue,dated as of April I, 1999,as supplemented by the First Supplemental Indenture, dated
<br /> as of April 1, 1999 and a Second Supplemental [ndenture, dated as of June 1, 2012 (collectively, the
<br /> "Master Indenture"),and as further amended and supplemented by a Third Supplemental lndentwe, dated
<br /> as of May 1, 2015 (the "Third Supplemental Indenture" and collectively with the Master Indenture, the
<br /> "Indenhue"),each by and between each by and between the Port and U.S. Bank National Association, as
<br /> trustee thereunder, (ii) an Escrow Deposit and Trust Agreement, dated as of May 1, 2015 (the "Escrow
<br /> Agreement"); (iii) the official statement related to the Series 2015 Bonds dated April 23, 2015 (the
<br /> "Official Statement"); (iv) the Bond Purchase Agreement, dated April 23, 2015 (the "Purchase
<br /> Agreement") between the Port and Raymond James & Associates, Inc., as underwriter; (v)the Tax
<br /> Certificate of the Port, dated May 13, 2015 (the "Tax Certificate"); (vi) the Continuing Disclosure
<br /> Certificate dated May 13,2015(the"Disclosure Certificate"),executed by the Port,and such other related
<br /> certifications and documents(collectively,the"Port Agreements"). Capitalized terms used herein but not
<br /> otherwise defined shall have the meanings ascribed to such terms in the Purchase Agreement.
<br /> In connection with my role as counsel to the Port, I have examined the Charter of the Ciry of
<br /> Redwood City(the"Charter"),the Port Resolution(defined below),the Port Agreements,and such other
<br /> records,documents,opinioas and matters to the extent we deemed necessary to provide the opinions and
<br /> conclusions set forth herein.
<br /> The opinions expressed herein are based on an analysis of existing laws,regulations,rulings and
<br /> court decisions and cover certain matters not d'uectly addressed by such suthorities. Such opinions may
<br /> be affected by actions taken or omitted or events occurring after the date hereof. I have not undertaken to
<br /> determine,or to inform aay person,whether any such actions are taken or omitted or events do occur or
<br /> any other matters come to our attention after the date hereof. I disclaim any obligation to update this
<br /> opinion. I have assumed the genuineness of all documents and signatures presented to me (whether as
<br /> originals or as copies) and the due and legal execution and delivery thereof by,and validity against, any
<br /> parties other than the Port. I have assumed, without undertaking to verify, the accuracy of the factual
<br /> matters represented,warranted or certified in the documents and of the legal conclusions contained in the
<br /> opinions referred to in the second paragraph hereof. Furthermore, I have assumed compliance with all
<br /> B-1
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<br /> SF1321)�3079.5
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