AgdaPkt 2013-05-20 Closed Cancelled and Special

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Atta 7.A. - Page 90 APPENDIX E FORM OF FINAL OPINION OF SOND COUNSEL [Letterhead of Nossaman LLP.] [Closing Date] City of Redwood City Public Financing Authority 1017 Middlefield Road Redwood City,CA 94063 OPINION: $ * City of Redwood City Public Financing Authority (San Mateo County, California)Water Revenue Refunding Bonds,Series 2013 Ladies and Gentlemen: We have acted as Bond Counsel to the City of Redwood City Public Financing Authority (the "Authority') in connection with the issuance, sale and delivery of $ * aggregate principal amount of the Authority's City of Redwood City Public Financing Authority Water Revenue Refunding Bonds, Series 2013 (the 'Bonds'). The Bonds are being issued pursuant to the Constitution and laws of the State of California (the "State"), including the Marks-Roos Local Bond Pooling Act of 1985 (commencing with Section 6584 of the California Government Code) (the "Law"). The Bonds are being issued pursuant to an Indenture of Trust, dated as of June 1, 2013 (the "Indenture"), between the Authority and U.S. Bank National Association, as trustee (the "Trustee"). The proceeds of the Bonds are being used to refinance certain improvements to the water system of the City of Redwood City (the "City'). The Authority is obligated under the Indenture to pay principal of and interest on the Bonds solely from Revenues(as defined in the Indenture),being primarily amounts received by the Authority or the Trustee pursuant to or with respect to the Installment Purchase Contract, dated as of June 1,2013 (the "Installment Purchase Contract"),between the Authority and the City. As Bond Counsel we have examined copies certified to us as being true and complete copies of the proceedings of the Authority and the City and in connection with the authorization and sale of the Bonds.In this connection,we have also examined such other documents,opinions and instruments as we have deemed necessary in order to render the opinions expressed herein. In such examination, we have assumed the genuineness of all signatures on original documents (other than signatures of the Authority or the City) and the conformity to the original documents of all copies submitted to us. We have also assumed the due execution and delivery of all documents(other than with respect to the Authority or the City) which we have examined where due execution and delivery are a prerequisite to the effectiveness thereof. As to the various questions of fact material to our opinion, we have relied upon statements or certificates of officers and representatives of the Authority and the City,public officials and others. On the basis of the foregoing examination and assumptions and in reliance thereon and on all such other matters of fact as we deemed relevant under the circumstances,and upon consideration of the applicable law,we are of the opinion that: 1. The Indenture has been duly adopted by the Authority and constitutes the valid and binding obligation of the Authority enforceable against the Authority in accordance with its terms. The Indenture creates a valid lien on and pledge of the Revenues and other funds pledged thereby for the security of the Bonds,in accordance with the terms of the Indenture,on a parity with all additional parity obligations issued pursuant to the Indenture. The Installment Purchase Contract has been duly adopted *Preliminary,subject to change. Appendix E Page 1