AgdaPkt 2013-05-20 Closed Cancelled and Special

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7.A. - Page 91 Attachment 6 by the Authority and the City and constitutes the valid and binding obligation of the Authority and the City,enforceable against the Authority and the City in accordance with its terms. 2. The Bonds have been duly authorized, executed and delivered by the Authority and are valid and binding special obligations of the Authority,payable solely from the sources provided therefor in the Indenture. 3. The obligation of the Authority to make payments on the Bonds does not constitute a debt of the Authority, or of the State of California or of any political subdivision thereof, within the meaning of any constitutional or statutory debt limit or restriction, and does not constitute an obligation for which the Authority is obligated to levy or pledge any form of taxation or for which the Authority has levied or pledged any form of taxation. 4. Interest received by the owners of the Bonds is excludable under existing statutes, regulations, rulings and court decisions, from gross income for Federal income tax purposes pursuant to Section 103(a) of the Internal Revenue Code of 1986, as amended (the "Code"). Interest on the Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although Bond Counsel observes that the interest is included in adjusted current earnings in calculating corporate alternative minimum taxable income. Interest received by the owners of the Bonds is exempt from personal income taxes of the State of California under present law. In rendering the opinions expressed in paragraph 4 above, we are relying upon representations and covenants of the Authority and the City in the Indenture and in the Tax Certificate of the Authority and the City, dated as of the date hereof,concerning the use of the facilities financed and refinanced with Bond proceeds, the investment and use of Bond proceeds and the rebate, if any, to the Federal government of certain earnings thereon. In addition, we have assumed that all such representations are true and correct and that the Authority and the City will comply with such covenants. We express no opinion with respect to the exclusions of the interest from gross income under Section 103(a) of the Code in the event that any such representations are untrue or the Authority or the City fails to comply with such covenants. Except as stated above,we express no opinion as to any Federal tax consequences of the receipt of interest on,or the ownership or disposition of,the Bonds. Certain agreements, requirements and procedures contained or referred to in the Indenture, the Installment Purchase Contract, the Tax Certificate and other relevant documents may be changed, and certain actions (including, without limitation, defeasance of the Bonds) may be taken or omitted under the circumstances and subject to the terms and conditions set forth in such documents. No opinion is expressed herein as to any payment of interest on the Bonds if any such change occurs or action is taken or omitted to be taken upon the advice or approval of counsel other than ourselves. Further, we note that the rights of the owners of the Bonds and the enforceability of the Bonds, the Installment Purchase Contract or the Indenture may be subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other similar laws affecting creditors' rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against governmental entities in the State of California.We express no opinion with respect to any indemnification,contribution,choice of law,choice of forum or waiver provisions contained in the foregoing documents. Finally, we undertake no responsibility herein for the accuracy, completeness or fairness of the Official Statement or other offering material relating to the Bonds and express no opinion with respect thereto. Respectfully submitted, NOSSAMAN LLP Appendix E Page 2