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<br />6.2C <br />Page 24 <br /> <br />EXHIBIT Bl <br /> <br />OPINION OF COUNSEL <br />to <br />CITY OF REDWOOD CITY GENERAL IMPROVEMENT <br />DISTRICT 1-64 <br /> <br />Dated: Pricing 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 <br /> <br />Ladies & Gentlemen: <br /> <br />[I haveffhis Office has] acted as counsel for the City of Redwood City General <br />Improvement District 1-64 (the "Seller") in connection with the adoption of that certain <br />resolution (the "Resolution") of the City Council of the Seller (the "Governing Body") pursuant <br />to which the Seller authorized the sale to the California Statewide Communities Development <br />Authority (the "Purchaser") of the Seller's "Proposition lA Receivable", as defined in and <br />pursuant to the Purchase and Sale Agreement dated as of November 1, 2009 (the "Sale <br />Agreement") between the Seller and the Purchaser. In connection with these transactions, the <br />Seller has issued certain Irrevocable Instructions For Disbursement of the Seller's Proposition <br />IA Receivable to the Controller of the State of California (the "Disbursement Instructions") and <br />a Bill of Sale and Bringdown Certificate of the Seller (the "Bill of Sale" and, collectively with <br />the Sale Agreement and the Disbursement Instructions, the "Seller Documents"). <br /> <br />Unless the context otherwise requires, capitalized terms used but not otherwise <br />defined herein shall have the meanings given to such terms in the Sale Agreement. [I/W e] have <br />examined and are familiar with the Seller Documents and with those documents relating to the <br />existence, organization, and operation of the Seller, the adoption of the Resolution, and the <br />execution of the Seller Documents, and have satisfied ourselves as to such other matters as [I/we] <br />deem necessary in order to render the following opinions. As to paragraphs numbered 3 and 4 <br />below, [I1we] have relied as to factual matters on the representations and warranties of the Seller <br />contained in the Sale Agreement. <br /> <br />Based upon the foregoing, and subject to the limitations and qualifications set <br />forth herein, [I1we] are of the opinion that: <br /> <br />Bl-l <br />