Agmt15 City of RWC Public Financing Authority Water Revenue Refunding Bonds

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(a) The opinion of Jones Hall, A Professional Law Corporation, San Francisco, California ("Bond Counsel"), approving the validity of the Bonds and stating that, subject to compliance by the Authority and the City with certain covenants, inte�est on the Bonds is excludable from gross income of the owners thereof fo�federal income tax purposes and is not included as an item of tax preference in computing the federal alternative minimum tax for individuals and corporations, but such interest is taken into account in computing an adjustment used in determining the federal alternative minimum tax for certain corporations, and interest on the Bonds is exempt from personal income taxation imposed by the State of California. Other tax consequences to holders of the Bonds, if any,will not be addressed in the opinion.The form of this opinion is attached to the Preliminary O�ciai Statement as Appendix E. (b) A certificate of the Authority certiying that on the basis of the facts, estimates and circumstances in existence on the date of issue, it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be arbitrage bonds. (c) A certificate of the Authority, signed by officers and representatives of the Authority, certifying that the officers and rep�esentatives have signed the Bonds whether by facsimile or manual signature, and that they were respectively duly authorized to execute the same. (d) The receipt of the Trustee evidencing the receipt of the purchase price of the Bonds. (e) Cert�cates of the Authority and the City, certifying that there is no known litigation threatened or pending affecting the validity of the Bonds. (f) Certificates of the Authority and the City, signed by officers of the Authority and the City, acting in their official capacity, to the effect that at the time of the sale of the Bonds,and at all times subsequent thereto up to and including the time of the delivery of the Bonds, the final official statement relating to the Bonds (the "O�cial StatemenY') did not contain any untrue statement of a material fact or omit to state a •mate�ial fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and funher certifying that the signatory knows of no material adverse change in the condition of the City or the Authority which would make it unreasonable fo� the purchaser of the Bonds to rely upon the �Official Statement in connection with the resale of the Bonds. (g) An opinion of the City Attomey in the form attached hereto as Exhibit A. (h) An opinion of the City Attorney, acting as General Counsel to the Authority,in the form attached hereto as Exhibit B. (h) A negative assu�ance lette� of (luint 8� Thimmig LLP, San Francisco, California ('Disclosure Counsel"), with �espect to the Official Statement as described in the form attached hereto as Exhibit C. CUSIP NUMBERS: It is expected that the successful bidder will apply for CUSIP identification numbers for the Bonds and furnish such numbers to Bond Counsel and Disclosure Counsel. It is anticipated that CUSIP numbers will be printed on the Bonds, but neither the 8