AgdaPkt 2003-11-03 - Laserfiche WebLink

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q 1 [3 . (. P& The Indenture and the Tax Certificate relating to the Bonds permit certain actions to be taken or to be omitted if a favorable opinion of Bond Counsel is provided with respect thereto. Bond Counsel expresses no opinion as to the exclusion from gross income of the interest on the Bonds (and original issue discount) for federal income tax purposes if any such action is taken or omitted based upon the advice of counsel other than Nossaman, Guthner, Knc x & Elliott, LLP. CERTAIN LEGAL MATTERS The legal opinion of Nossaman, Guthner, Knox & Elliott, LLP, Irvine, California, Bond Counsel, substantially in the form of Appendix C hereto, will be made available to purchasers at the time of original delivery of the Bonds, and a copy thereof will accompany each Bond. Jones Hall, A Professional Law Corporation, San Francisco, California is acting as Disclosure Counsel to the City. Certain legal matters will be passed upon for the Authority and the City by City Attorney. Payment of the fees and expenses of Bond Counsel and Disclosure Counsel is contingent upon the execution and delivery of the Bonds. LITIGATION There is no litigation pending or, to the City's knowledge, threatened in any way to restrain or enjoin the execution or delivery of the Bonds, the Lease Agreement or the Indenture, to contest the validity of the Bonds, the Lease Agreement or the Indenture, or any proceeding of the City with respect thereto. In the opinion of the City and its counsel, there are no lawsuits or claims pending against the City which will materially affect the City's finances so as to impair its ability to pay Lease Payments when due. /IJ0191 The 2003 Bonds will be sold to Stone & Youngberg LLC, as Underwriter (the "Underwriter ") under a contract of purchase among the Authority, the City and the Underwriter, pursuant to which the Underwriter will agree to purchase all of the Bonds for an aggregate purchase price equal to $ (being the aggregate principal amount thereof less an underwriter's discount of $ and less an original issue discount of $ ). The Underwriter is committed to purchase all of the Bonds if any are purchased. The Bonds are offered for sale at the initial prices stated on the cover page of this Official Statement, which may be changed from time to time by the Underwriter. The Bonds may be offered and sold to certain dealers at prices lower than the public offering prices. RATINGS [Moody's Investors Service ( "Moody's ") and] Standard & Poor's Ratings Services ( "S &P ") will assign their municipal bond ratings of " " and "_" to the Bonds with the understanding that upon delivery of such Bonds a municipal bond insurance policy insuring the payment when due of the principal of and interest on the Bonds will be issued by the Insurer. The ratings issued reflect only the views of such rating agencies, and any explanation of the significance of such ratings should be obtained from such rating agencies. There is no -40-