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Appendix E <br />Page 2 <br />5. The Indenture creates a valid lien on the Revenues and other funds pledged by the <br />Indenture for the security of the Bonds, on a parity with other bonds (if any) issued or to be issued under <br />the Indenture. <br /> <br />6. The Bonds have been duly authorized and executed by the Authority, and are valid and <br />binding limited obligations of the Authority, payable solely from the Revenues and other funds provided <br />therefor in the Indenture. <br /> <br />7. Interest on the Bonds is excludable from gross income for federal income tax purposes <br />and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on <br />individuals and corporations; it should be noted, however, that for the purpose of computing the <br />alternative minimum tax imposed on corporations (as defined for federal income tax purposes), such <br />interest is taken into account in determining certain income and earnings. The opinions set forth in the <br />preceding sentence are subject to the condition that the Authority and the City comply with all <br />requirements of the Internal Revenue Code of 1986 that must be satisfied subsequent to the delivery of <br />the Bonds in order that such interest be, or continue to be, excluded from gross income for federal income <br />tax purposes. The Authority and the City have covenanted to comply with each such requirement. <br />Failure to comply with certain of such requirements may cause the inclusion of interest on the Bonds in <br />gross income for federal income tax purposes to be retroactive to the date of issuance of the Bonds. We <br />express no opinion regarding other federal tax consequences arising with respect to the Bonds. <br /> <br />8. Interest on the Bonds is exempt from personal income taxation imposed by the State of <br />California. <br /> <br />The rights of the owners of the Bonds and the enforceability of the Bonds and the Indenture are <br />limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' <br />rights generally, and by equitable principles, whether considered at law or in equity. <br /> <br />This opinion is given as of the date hereof, and we assume no obligation to revise or supplement <br />this opinion to reflect any facts or circumstances that may hereafter come to our attention, or any changes <br />in law that may hereafter occur. Our engagement with respect to this matter has terminated as of the date <br />hereof. <br /> <br />Respectfully submitted, <br /> <br /> <br /> <br />A Professional Law Corporation <br /> <br />8.C. - Page 93