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12/03/2012 legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Bonds and Bond Counsel has expressed no opinion as of any date subsequent thereto or with respect to any pending legislation, regulatory initiatives or litigation. Forin of Opinion. The form of Bond Counsel's anticipated opinion is included in Appendix D. The statutes, regulations, rulings, and court decisions on which such opinions will be based are subject to change. Taxability and Audit Risk. See SPECIAL RISK FACTO RS—Taxability and Audit Risk" for a discussion of certain risk factors applicable to the Bonds. LEGAL MATTERS Concurrent with the issuance of the Bonds, Nossaman LLP, Irvine, California, Bond Counsel, will render its opinion substantially in the form set forth in Appendix D to this Official Statement. Quint & Thimmig LLP, San Francisco, is acting as Disclosure Counsel to the City with respect to the Bonds. Certain legal matters will be passed upon for the City by the City Attorney. Certain legal matters related to the Bonds will be passed upon for the Underwriter by Stradling Yocca Carlson & Rauth, A Professional Corporation, Newport Beach, California. Payment of the fees and expenses of Bond Counsel, Disclosure Counsel and Underwriter's Counsel is contingent on the issuance of the Bonds. FINANCIAL ADVISOR The City has retained William Euphrat Municipal Finance, Inc., San Francisco, California, as Financial Advisor in connection with the issuance of the Bonds. The Financial Advisor is not obligated to undertake, and has not undertaken to make, an "independent verification or assume responsibility for the accuracy, completeness or fairness of the information contained in this Official Statement. The Financial Advisor is an independent financial advisory firm and is not engaged in the business of underwriting, trading or distributing municipal securities or other public securities. Compensation paid to the Financial Advisor is contingent upon the issuance of the Bonds. NO RATING The City has not made and does not contemplate making application to any rating agency for the assignment of a rating to the Bonds. LITIGATION The City is not aware of any pending or threatened litigation challenging the validity of the Bonds, the Special Taxes securing the Bonds, or any action taken by the City in connection with the formation of the District, the levying of the Special Taxes or the issuance of the Bonds. 43- 51 RESO. # 15237 MUFF # 505