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the conclusions expressed below, we are not expressing any opinion or view on, and with your
<br /> permission are assuming, the validity, accuracy and sufficiency of the records, documents,
<br /> certificates and opinions referred to above (including the accuracy of all factual matters
<br /> represented and legal conclusions contained therein, including (without limitation)
<br /> representations and legal conclusions regarding the due authorization, issuance, delivery,
<br /> validity and enforceability of the Bonds and the exclusion of interest with respect thereto nom
<br /> gross income for federal income tax purposes). We have assumed that all records, documents,
<br /> certificates and opinions that we have reviewed,and the signatures thereto, are genuine.
<br /> Based on and subject to the foregoing, and in reliance thereon, we advise that the
<br /> Bonds are exempt from registration pursuant to the Securities Act of 1933, as amended, and
<br /> that the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as
<br /> amended.
<br /> We are not passing upon and do not assume any responsibility for the accuracy,
<br /> completeness or fairness of the statements contained in the Official Statement and make no
<br /> representation that we have independently verified the accuracy, completeness or faimess of
<br /> any such statements. However, in our capacity as disclosure counsel to the City, we have
<br /> reviewed certain documents as described above and have participated in conferences during
<br /> which the contents of the Official Statement and related matters were discussed. Based on our
<br /> review of documents and our participation in the above-mentioned conferences, and with the
<br /> assumptions described in the second preceding paragraph, we advise you that, during the
<br /> course of our assistance in the preparation of the Official Statement, no facts have come to the
<br /> attention of the attorneys in our firm rendering legal services in connection with such
<br /> representation that caused us to believe that the Official Statement, as of its date and as of the
<br /> date of this letter(except for any financial, statistical or engineering data or forecasts, numbers,
<br /> charts, estimates, projections, assumptions, or exp�essions of opinion, any information
<br /> concerning The Depository Trust Company and the book entry system for the Bonds contained
<br /> or incorporated in the Official Statement or any information in any appendix thereto, as to which
<br /> we express no view), contained or contains any untrue statement of a material fact or omitted or
<br /> omits to state any material fact necessary in order to make the statements therein, in the light of
<br /> the circumstances under which they were made, not misleading.
<br /> During the period from the date of the Official Statement to the date of this letter, except
<br /> for our�eview of the ce�tificates and opinions regarding the Official Statement delivered on the
<br /> date hereof, we have not undertaken any procedures or taken any actions which we�e intended
<br /> or likely to elicit information concerning the accuracy, completeness or fairness of any of the
<br /> statements contained in the Official Statement. We also advise you that the preceding
<br /> paragraph is not an opinion but, rather, in the nature of negative observations based on certain
<br /> limited activities performed by specific lawyers in our firm in our role as disclosure counsel to the
<br /> City. The scope of those activities performed by us for purposes of delivering this letter were
<br /> inherently limited and do not purport to encompass all activities necessary for compliance with
<br /> applicable securities taws. In addition, the performance of those activities by us required our
<br /> reliance upon third-party representations, warranties, certifications and opinions, including and
<br /> primarity, representations, warranties and ce�tifications made by the City, and a�e otherwise
<br /> subject to the conditions set forth herein.
<br /> C-2
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