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<br />7A <br />Page 27 <br /> <br />EXIllBIT B2 <br /> <br />OPINION OF COUNSEL <br />to <br /> <br />". ..... ... ..... ... . .. . .,. .. <br /> <br />CITY>()FiREDWOOD...CITY <br /> <br />Dated: Closing Date <br /> <br />California Statewide Communities Development Authority <br />Sacramento, California <br /> <br />Wells Fargo Bank, National Association <br />Los Angeles, California <br /> <br />Re: Sale of Proposition lA Receivable (Bringdown Ooinion) <br /> <br />Ladies & Gentlemen: <br /> <br />Pursuant to that certain Purcb~s~ alld Sal~. :'-&Ieement dated as of November 1, <br />2009 (the "Sale Agreement") between the qity,ofl{{e4woodi.(3ity (the "Seller") and the California <br />Statewide Communities Development Authority (the "Purchaser"), this Office delivered an <br />opinion (the "Opinion") dated the Pricing Date as counsel for the Seller in connection with the <br />sale of the Seller's Proposition lA Receivable (as defined in the Sale Agreement), the execution <br />of documents related thereto and certain other related matters. <br /> <br />Capitalized terms used but not defined herein shall have the meanings given to <br />such terms in the Sale Agreement. <br /> <br />I contirm that you may continue to rely upon the Opinion as if it were dated as of <br />the date hereof. Each Credit Enhancer and the underwriters of the Bonds may rely upon this <br />legal opinion as if it were addressed to them. This letter is delivered to you pursuant to Section <br />2(b ) (ii)( 1) of the Sale Agreement. <br /> <br />Very truly yours, <br /> <br />By: <br /> <br />Seller's Counsel <br /> <br />B2-1 <br />