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� covenants and agreements contained in such documents. In addition, I call attention to the fact that the
<br /> rights and obligations under the Series 2015 Bonds, the Indenture and the Tax Certificate and their
<br /> enforceability may be subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent
<br /> conveyance, moratorium and other laws relating to or affecting creditors' rights, to the application of
<br /> equitable principles, to the exeroise of judicial discretion in appropriate cases and to the limitations on'
<br /> legal remedies against cities and counries in the State of California. I express no opinion with respect to
<br /> any indemnification, contribution, penalty, choice of law, choice of forum, choice of venue, waiver or
<br /> severability provisions contained in the foregoing documents.
<br /> Subject to the foregoing and the limitations expressed below,I am of the opinion that:
<br /> l. The Port is a duly constituted public department of t6e City of Redwood City, duly
<br /> organized and validly existing pursuant to the Charter and the Constitution and laws of the State of
<br /> California, with full legal right, power and authority to enter into and perforcn its obligations under the
<br /> Port Agreements.
<br /> 2. Resolution No. 2267 duly adopted by the Port Commissiotters on Apri18,2015(the"Port
<br /> Resolution"), authorizing the public hearing under the requirements of the Tax Equity and Fiscal
<br /> Responsibility Act of 1983 (TEFRA) and approving and suthorizing the execution and delivery of the
<br /> Series 2015 Bonds,the Third Supplemental Indentwe,the Official Statement,the Escrow Agreement,the
<br /> Tax Certificate and the Continuing Disclosure Certificate,respectively,were duly adopted at meetings of
<br /> the Port Commissioners,which meetings were called and held pursuant to law az►d with all public notice
<br /> required by law and at which quonuns were present and acting throughout each meeti.ng.
<br /> 3. T'he Series 2015 Bonds and Port Agreements have each been duly authorized, executed
<br /> and delivered by the Port Commissioners and assuming that such documents are valid and binding upon
<br /> ( each of the other respective parties thereof, if any, each is valid and binding upon each of the other
<br /> respective parties thereof, if any, each is valid and binding upon and enforceable against the Port in
<br /> accordance with its respective terms,except that enforceability may be limited by bankruptcy,insolvency
<br /> and other laws affecting the enforcement of creditors' rights in general, by the application of equitable
<br /> principles if equitable remedies are sought and by the limitations on legal remedies against public
<br /> agencies in the State of Califomia.
<br /> 4. The execution and delivery of the Series 2015 Bonds and the Port Agreements and
<br /> compliance with the provisions thereof do not and will not conflict with or constitute on the part of the
<br /> Port a breach or default under any existing law,regulation,court order or consent decree to which the Port
<br /> is subject or, to the best of my knowledge after due inquiry, any agreement or instrument to which the
<br /> Port is a party or by which the Port is bound.
<br /> 5. All actions on the part of the Port Commissioners necessary for the making and
<br /> performaoce of the Port Agreements have been duly effective taken and no consent, authorization or
<br /> approval of or filing or registration with, any governmental or regulatory officer or body not already
<br /> obtained or not obtainable in due course by the Port is required for the execution and delivery of the
<br /> Series 2015 Bonds and the making and performauce of the Port Agreements.
<br /> 6. There is no action,suit,proceeding,iaquiry or investigation.at law or in equity,before or
<br /> by any court or public body, pending, or to such counsel's knowledge, threatened against the Port
<br /> contesting in any way the completeness or accuracy of the Official Statement or the due adoption of the
<br /> Port Resolution,and there is no breach or default by the Port under any other instruments which is caused
<br /> by the issuance of the Series 2015 Bouds or the execution and delivery of the Port Agreements.
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