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8 <br />(a) The opinion of Jones Hall, A Professional Law Corporation, San <br />Francisco, California (“Bond Counsel”), approving the validity of the Bonds and stating <br />that, subject to compliance by the Authority and the City with certain covenants, interest <br />on the Bonds is excludable from gross income of the owners thereof for federal income <br />tax purposes and is not included as an item of tax preference in computing the federal <br />alternative minimum tax for individuals and corporations, but such interest is taken into <br />account in computing an adjustment used in determining the federal alternative minimum <br />tax for certain corporations, and interest on the Bonds is exempt from personal income <br />taxation imposed by the State of California. Other tax consequences to holders of the <br />Bonds, if any, will not be addressed in the opinion. The form of this opinion is attached to <br />the Preliminary Official Statement as Appendix E. <br /> <br />(b) A certificate of the Authority certifying that on the basis of the facts, <br />estimates and circumstances in existence on the date of issue, it is not expected that the <br />proceeds of the Bonds will be used in a manner that would cause the Bonds to be <br />arbitrage bonds. <br /> <br />(c) A certificate of the Authority, signed by officers and representatives of the <br />Authority, certifying that the officers and representatives have signed the Bonds whether <br />by facsimile or manual signature, and that they were respectively duly authorized to <br />execute the same. <br /> <br />(d) The receipt of the Trustee evidencing the receipt of the purchase price of <br />the Bonds. <br /> <br />(e) Certificates of the Authority and the City, certifying that there is no known <br />litigation threatened or pending affecting the validity of the Bonds. <br /> <br />(f) Certificates of the Authority and the City, signed by officers of the <br />Authority and the City, acting in their official capacity, to the effect that at the time of the <br />sale of the Bonds, and at all times subsequent thereto up to and including the time of the <br />delivery of the Bonds, the final official statement relating to the Bonds (the “Official <br />Statement”) did not contain any untrue statement of a material fact or omit to state a <br />material fact necessary to make the statements therein, in light of the circumstances <br />under which they were made, not misleading, and further certifying that the signatory <br />knows of no material adverse change in the condition of the City or the Authority which <br />would make it unreasonable for the purchaser of the Bonds to rely upon the Official <br />Statement in connection with the resale of the Bonds. <br /> <br />(g) An opinion of the City Attorney in the form attached hereto as Exhibit A. <br /> <br />(h) An opinion of the City Attorney, acting as General Counsel to the <br />Authority, in the form attached hereto as Exhibit B. <br /> <br />(h) A negative assurance letter of Quint & Thimmig LLP, San Francisco, <br />California (“Disclosure Counsel”), with respect to the Official Statement as described in <br />the form attached hereto as Exhibit C. <br /> <br />CUSIP NUMBERS: It is expected that the successful bidder will apply for CUSIP <br />identification numbers for the Bonds and furnish such numbers to Bond Counsel and Disclosure <br />Counsel. It is anticipated that CUSIP numbers will be printed on the Bonds, but neither the <br />8.C. - Page 200