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<br />6.2C <br />Page 27 <br /> <br />EXHmIT B2 <br /> <br />OPINION OF COUNSEL <br />to <br />CITY OF REDWOOD CITY GENERAL IMPROVEMENT <br />DISTRICT 1-64 <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 (Brinl!down Ooinion) <br /> <br />Ladies & Gentlemen: <br /> <br />Pursuant to that certain Purchase and Sale Agreement dated as of November 1, <br />2009 (the uSale Agreement") between the City of Redwood City General Improvement District <br />1-64 (the "Seller") and the California Statewide Communities Development Authority (the <br />uPurchaser"), this Office delivered an opinion (the "Opinion") dated the Pricing Date as counsel <br />for the Seller in connection with the sale of the Seller's Proposition lA Receivable (as defined in <br />the Sale Agreement), the execution of documents related thereto and certain other related <br />matters. <br /> <br />Capitalized tenns used but not defmed herein shaIl have the meanings given to <br />such terms in the Sale Agreement. <br /> <br />I confirm 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-l <br />