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I hereby certify that the following is a correct copy of the signed legal opinion of Jones Hall Hill & White, A Professional Law Corporation, San Francisco, California. City Clerk OPINION: $ Limited Obligation Improvement Bonds, City of Redwood City, Seaport Centre Assessment District-1990, We have acted as Bond Counsel in connection with the issuance by the City of Redwood City (the "City") of $ Limited Obligation Improvement Bonds, Seaport Centre Assessment District-1990, dated , 1990 (the "Bonds"), pursuant to Division 10 of the California Streets and Highways Code (the "Act") and Resolution No. _ (the "Resolution") of the City adopted ,1990. We have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion. As to questions of fact material to our OpiniOn, we have relied upon representations of the City contained in the Resolution and in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify such facts by independent investigation. Based upon our examination, we are of the opinion, under existing law, that: 1. The City is a municipal corporation and chartered city of the State of California duly organized and validly existing under and by virtue its charter and of the Constitution and the laws of the State of California with power to adopt the Resolution, perform the agreements on its part contained therein, and issue the Bonds. 2. The Resolution has been duly adopted by the City and constitutes a valid and binding obligation of the City enforceable upon the City. 3. Pursuant to the Act, the Resolution creates a valid lien on the funds pledged by the Resolution for the security of the Bonds on a parity with other bonds (if any) issued or to be issued under the Resolution, subject to an existing prior lien granted under the Act. 4. The Bonds have been duly authorized, executed and delivered by the City and are valid and binding special obligations of the City, payable solely from the sources provided therefor in the Resolution. 5. The interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; it should be noted, however, that, for the purpose of computing the alternative minimum tax imposed on such corporations (as defined for federal income tax purposes), such interest is taken into account in determining certain income. The opinions set forth in the preceding sentence are subject EXHIBIT A A-5 11305