Agmt15 City of RWC Public Financing Authority Water Revenue Refunding Bonds

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EXHIBIT B FORM OF AUTHORITY GENERAL COUNSEL OPINION [Closing Date� [Underwriter's NameJ [Underwrite�'s Address] Re: $ City of Redwood City Public Financing Authority Water Revenue Refunding Bonds, Series 2015 Ladies and Gentlemen: i serve as General Counsel to the City of Redwood City Public Financing Authority (the "Authority"), in connection with the transaction involving the delivery by the Authority of the following: (i) an Installment Pu�chase Contract dated as of May 1, 2015 (the "Installment Purchase Contract"), between the Authority and the City of Redwood Ciry (the "City"), and (ii) the Indentu�e of T�ust, dated as of May 1, 2015 (the "Indenture"), between the Authority and U.S. Bank National Association (the "Trustee") in connection with the issuance of the City of Redwood City Public Financing Autho�ity Water Revenue Refunding Bonds, Series 2015, in the principal amount of$ (the "Bonds") (collectively, the"Authority Documents"). In �endering the opinions set forth below I have examined executed originals o�copies certified or othervvise identified to my satisfaction of such documents, records and other instruments as I have deemed necessary o� app�opriate as a basis for the opinions set forth below. As to questions of fact material to my opinion, I have relied upon representations of the Authority contained in the Authority Documents and the certified proceedings and certifications of public officials and others furnished to me without undertaking to verify the same by independent investigation. I have assumed the genuineness of all signatures by o� on behalf of all parties to all documents referenced in this opinion (other than with respect to the Authority), the legal capacity of natural persons to deliver the certificates or documents refeRed to herein (other than with respect to the Authority), the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, and the proper execution, delivery and/or filing of the documents referred to above (other than with respect to the Authority). Based on and subject to the foregoing it is my opinion that: (i) the resolution of the Authority approving and authorizing the execution and delivery of the Authority Documents and the Official Statement has been duly adopted at a meeting of the goveming body of the Authority which was called and B-1