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16 <br />4887-1989-4478v4/200356-0620 <br />contesting or affecting the validity of the Bonds or the City Documents or the <br />consummation of the transactions contemplated thereby or any proceeding of the City <br />taken with respect to any of the foregoing, or contesting the exclusion of the interest <br />on the Bonds from taxation or under which a determination adverse to the City would <br />have a material adverse effect upon the financial condition of the Enterprise, or <br />which, in any manner, questions or affects the right or ability of the City to use the <br />Net Revenues for the Installment Payments or in any manner affects the right or <br />ability of the City to collect or pledge the Net Revenues; (c) that may result in any <br />material adverse change relating to the City that will materially adversely affect the <br />City’s ability to perform its obligations under the City Documents; or (d) contesting <br />the completeness or accuracy of the Preliminary Official Statement or the Official <br />Statement or any supplement or amendment thereto or asserting that the Preliminary <br />Official Statement or the Official Statement contained any untrue statement of a <br />material fact or omitted to state any material fact necessary to make the statements <br />therein, in the light of the circumstances under which they were made, not <br />misleading; and <br />(viii) no authorization, approval, consent, or other order of the State <br />or any other governmental authority or agency within the State having jurisdiction <br />over the City is required for the valid authorization, execution, and delivery by the <br />City of the City Documents; <br />(4) an opinion of the City Attorney of the City, serving as General <br />Counsel to the Authority, in form and substance satisfactory to the Underwriter, dated <br />the Closing Date, addressed to the City and the Underwriter, to the effect that: <br />(i) the Authority is a joint powers authority under Article 1 of <br />Chapter 5 of Division 7 of Title 1 of the California Government Code duly organized <br />and validly existing under and by virtue of the laws of the State; <br />(ii) the Authority has full legal power and lawful authority to <br />enter into the Authority Documents and to perform its obligations thereunder; <br />(iii) the resolution of the Authority approving and authorizing the <br />execution and delivery of the Authority Documents and approving the Official <br />Statement (the “Authority Resolution”) was duly adopted at a regular meeting of the <br />governing board of the Authority that was called and held pursuant to law and with <br />all public notice required by law and at which a quorum was present and acting <br />throughout, and the Authority Resolution is in full force and effect and has not been <br />modified, amended, or rescinded as of the Closing Date; <br />(iv) the Authority Documents have been duly authorized, <br />executed, and delivered by the Authority and, assuming due authorization, execution, <br />and delivery by the other parties thereto, such documents constitute the legal, valid, <br />and binding agreements of the Authority enforceable in accordance with their terms, <br />subject to laws relating to bankruptcy, insolvency, or other laws affecting the <br />enforcement of creditors’ rights generally, the application of equitable principles if <br />equitable remedies are sought, the exercise of judicial discretion in appropriate cases, <br />and the limitations on legal remedies against joint powers authorities in the State; <br />8.A. - Page 227 of 255 <br />855