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11 <br />(i) The City and the Authority have duly and validly executed the <br />Bond Purchase Agreement, and the Bond Purchase Agreement constitutes the <br />legal, valid and binding agreement of the City and the Authority, subject to <br />bankruptcy, insolvency, reorganization, moratorium and other similar laws <br />affecting creditors' rights heretofore or hereafter enacted and to the exercise of <br />judicial discretion in appropriate cases; <br /> <br />(ii) The statements contained in the Official Statement on the cover <br />page and under the captions "INTRODUCTION," “THE BONDS (other than <br />information relating to DTC and its book-entry only system, as to which no <br />opinion need be expressed),” “SECURITY FOR THE BONDS,” “TAX MATTERS,” <br />and in Appendices D and E thereto, insofar as such statements expressly <br />summarize certain provisions of the Bonds, the Indenture, the Installment <br />Purchase Contract and Bond Counsel’s final approving opinion relating to the <br />Bonds, are accurate in all material respects; and <br /> <br />(iii) The Bonds are exempt from registration under the Securities Act <br />of 1933, as amended, and the Indenture is exempt from qualification under the <br />Trust Indenture Act of 1939, as amended. <br /> <br />(3) City Attorney Opinion. An opinion of the City Attorney, dated the date of <br />the Closing and addressed to the Underwriter, in form and substance of Appendix C. <br /> <br />(4) Authority Counsel Opinion. An opinion of the City Attorney, as counsel of <br />the Authority, dated the date of the Closing and addressed to the Underwriter, in form <br />and substance of Appendix D. <br /> <br />(5) Disclosure Counsel Letter. A letter of Quint & Thimmig LLP, Larkspur, <br />California (“Disclosure Counsel”), dated the date of the Closing, addressed to the <br />Underwriter substantially to the following effect: On the basis of the information made <br />available to such firm in the course of its participation in the preparation of the Official <br />Statement (but without having undertaken to determine or verify independently, or <br />assuming any responsibility for the accuracy, completeness or fairness of any of the <br />statements contained in the Official Statement), no facts have come to the attention of <br />the personnel in such firm directly involved in rendering legal advice and assistance to <br />the Authority and the City in connection with the preparation of the Official Statement <br />which cause such firm to believe that the Official Statement as of its date (excluding <br />therefrom financial, engineering and statistical data; forecasts, projections, estimates, <br />assumptions and expressions of opinions, including without limitation, the descriptions of <br />the City’s finances and operation; information relating to the Depository Trust Company <br />and the book-entry only system; as to all of which such firm expresses no view as <br />Disclosure Counsel) contained any untrue statement of a material fact or omitted to state <br />a material fact necessary to make the statements therein, in the light of the <br />circumstances under which they were made, not misleading. <br /> <br />(6) Trustee Counsel Opinion. The opinion of counsel to the Trustee and the <br />Escrow Agent, dated the date of the Closing, addressed to the Underwriter, to the effect <br />that: <br />8.C. - Page 233