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APPENDIX D FORM OF OPINION OF BOND COUNSEL [Bond Closing Date] [Addressees] 12/03/2012 Re: $ City of Redwood City Redwood Shores Community Facilities District No. 99-1 (Shores Transportation Improvement Project) of the City of Redwood City, Special Tax Refunding Bonds, Series 2013 Ladies and Gentlemen: We have acted as bond counsel to the City of Redwood City (the "City") in connection with the issuance by the City of its $ City of Redwood City Redwood Shores Community Facilities District No. 99-1 (Shores Transportation Improvement Project) of the City of Redwood City, Special Tax Refunding Bonds, Series 2013 (the "'Bonds"), on behalf of Redwood Shores Community Facilities District No. 99-1 (Shores Transportation Improvement Project) of the City of Redwood City (the "District"). The Bonds are being issued pursuant to the Mello -Roos Community Facilities Act of 1982, as amended (Section 53311 et seq., of the California Government Code) (the "Act"), a Fiscal Agent Agreement, dated as of January 1, 2013 (the "Fiscal Agent Agreement"), between the City on behalf of the District and C.S. Bank National Association (the "Fiscal Agent"). We have examined the law and such certified proceedings and other documents as we deem necessary to render this opinion. Capitalized undefined terms used herein have the meanings ascribed thereto in the Fiscal Agent Agreement. As Bond Counsel we have examined copies certified to us as being true and complete copies of the proceedings of the City and in connection with the authorization and sale of the Bonds. Our services as Bond Counsel were limited to an examination of the transcript of such proceedings and to rendering the opinions set forth herein. In this connection, we have also examined such other documents, opinions and instruments as we have deemed necessary in order to render the opinions expressed herein. In such examination, we have assumed the genuineness of all signatures on original documents (other than signatures of the City) and the conformity to the original documents of all copies submitted to us. We have also assumed the due execution and delivery of all documents (other than with respect to the City) which we have examined where due execution and delivery are a prerequisite to the effectiveness thereof. As to the various questions of fact material to our opinion, we have relied upon statements or certificates of officers and representatives of the City, public officials and others. On the basis of the foregoing examination and assumptions and in reliance thereon and on all such other matters of fact as we deemed relevant under the circumstances, and upon consideration of the applicable law, we are of the opinion that: 1. The City is duly created and validly existing as a public body, corporate and politic, with the power to adopt the resolution authorizing the issuance of the Bonds, enter into the Fiscal Agent Agreement and perform the agreements on its part contained therein and issue the Bonds. 2. The Bonds have been duly authorized, executed and delivered by the City and are valid and binding limited obligations of the City, payable solely from the sources provided therefore in the Fiscal Agent Agreement. D-1 69 RESO. # 15237 MUFF # 505