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Appendix E <br /> Page 1 <br />APPENDIX E <br /> <br />FORM OF FINAL OPINION OF BOND COUNSEL <br /> <br /> <br />[Letterhead of Jones Hall, A Professional Law Corporation] <br /> <br /> <br />[Closing Date] <br /> <br /> <br />City of Redwood City Public Financing Authority <br />1017 Middlefield Road <br />Redwood City, CA 94063 <br /> <br />OPINION: $___________* City of Redwood City Public Financing Authority Water Revenue <br />Refunding Bonds, Series 2017 <br /> <br /> <br />Ladies and Gentlemen: <br /> <br />We have acted as bond counsel to the City of Redwood City Public Financing Authority (the <br />“Authority”) in connection with the issuance by the Authority of the captioned bonds dated the date <br />hereof (the "Bonds"). In such capacity, we have examined such law and such certified proceedings, <br />certifications and other documents as we have deemed necessary to render this opinion. <br /> <br />The Bonds are issued pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the Government <br />Code of the State of California (the "Bond Law"), the Indenture of Trust, dated as of March 1, 2017 (the <br />“Indenture”), by and between the Authority and U.S. Bank National Association, as trustee (the "Trustee <br />"), and a resolution (the "Resolution") of the Authority adopted January 23, 2017. Under the Indenture, the <br />Authority has pledged certain revenues (the “Revenues”) for the payment of principal, premium (if any), <br />and interest on the Bonds when due, including installment payments made by the City of Redwood City <br />(the “City”) under an Installment Purchase Contract, dated as of March 1, 2017 (the “Installment Purchase <br />Agreement”) between the Authority and the City. <br /> <br />Regarding questions of fact material to our opinion, we have relied on representations of the <br />Authority contained in the Indenture and the City contained in the Installment Purchase Agreement, and <br />in the certified proceedings and other certifications of public officials furnished to us, without <br />undertaking to verify the same by independent investigation. <br /> <br />Based on the foregoing, we are of the opinion that, under existing law: <br /> <br />1. The Authority is a duly created and validly existing joint exercise of powers authority <br />with the power to adopt the Resolution, enter into the Indenture and perform the agreements on its part <br />contained therein, and issue the Bonds. <br /> <br />2. The City is a duly created and validly existing chartered city with the power to enter into <br />the Installment Purchase Agreement and perform the agreements on its part contained therein. <br /> <br />3. The Indenture has been duly authorized, executed and delivered by the Authority, and <br />constitutes a valid and binding obligation of the Authority, enforceable against the Authority. <br /> <br />4. The Installment Purchase Agreement has been duly authorized, executed and delivered <br />by the Authority and the City, and constitutes a valid and binding obligation of the Authority and the <br />City, enforceable against the Authority and the City. <br /> <br /> <br />* Preliminary, subject to change. <br />8.C. - Page 92