Common use of Disclosure Counsel Opinion Clause in Contracts

Disclosure Counsel Opinion. The opinion of Xxxxxx Xxxxxxx Xxxxxx, dated the Closing Date and addressed to the District and the Underwriter, substantially to the effect that based on such counsel’s participation in conferences with the Underwriter, the financial advisor to the District, the District and others, during which conferences the contents of the Preliminary Official Statement and related matters were discussed, and in reliance thereon and on the records, documents, certificates and opinions described therein, such counsel advises the District that during the course of its engagement as Disclosure Counsel no information came to the attention of such counsel’s attorneys rendering legal services in connection with such representation which caused such counsel to believe that the Preliminary Official Statement, as of its date, Official Statement as of its date and as of the Closing Date (except for any financial or statistical data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion, Appendices B, C, E, F [or G], or any information about DTC or its book- entry-only system, [the Bond Insurer or the Policy] included therein, as to which such counsel need express no opinion or view) contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Disclosure Counsel Opinion. The opinion of Xxxxxx Xxxxxxx Xxxxxx, dated Xxxxxxxxxx & Xxxxxxxxx LLP, as disclosure counsel to the Closing Date and District, addressed to the District and the UnderwriterUnderwriters, substantially dated the Closing Date, to the effect that that, based on such counsel’s participation in conferences with representatives of the UnderwriterUnderwriters, the financial advisor to the District, the District Paying Agent, [the Insurer,] their respective counsel, Xxxxxxxx, Xxxxxx & Associates, and others, during which conferences the contents of the Preliminary Official Statement and related matters were discusseddiscussed (but with no inquiry made of other attorneys in such counsel’s firm not working directly on the issuance of the Bonds who may have information material to the issue), and in reliance thereon and on the records, documents, certificates and opinions described therein, such counsel advises the District that and the Underwriters, as a matter of fact and not opinion, that, during the course of its engagement as Disclosure Counsel disclosure counsel no information facts came to the attention of such counsel’s attorneys rendering legal services in connection with such representation which caused such counsel to believe that the Preliminary Official Statement, as of its date, Official Statement as of its date and as of the Closing Date (except for any financial CUSIP numbers, financial, statistical, economic or statistical demographic data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion, Appendices B, C, E, F [or G], or any information about DTC litigation, Appendices [B, E, F, G, H and I,] or its book- entry-only system, any information about [the Bond Insurer or Insurer, the Policy,] book-entry or DTC, included or referred to therein, as to which such counsel need express no opinion or view) contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.;

Disclosure Counsel Opinion. The opinion of Xxxxxx Xxxxxxxxx Xxxxx Xxxxxxx Xxxxxx& Xxxxx, dated the Closing Date and addressed to the District and the UnderwriterDistrict, substantially to the effect that based on such counsel’s participation in conferences with representatives of the Underwriter, the financial advisor to the District, the District and others, during which conferences the contents of the Preliminary Official Statement and related matters were discussed, and in reliance thereon and on the records, documents, certificates and opinions described therein, such counsel advises the District District, that during the course of its engagement as Disclosure Counsel no information came to the attention of such counsel’s attorneys rendering legal services in connection with such representation which caused such counsel to believe that the Preliminary Official Statement, as of its date, Official Statement as of its date and as of the Closing Date (except for any financial or statistical data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion, Appendices B, C, E, F [or G], or any information about DTC or its book- entry-only system, [the Bond Insurer or the Policy] included therein, as to which such counsel need express no opinion or view) contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.misleading (except for any financial or statistical data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion, or information relating to DTC or its book-entry only system included therein, or any information in Appendices or to the Official Statement, as to which such counsel need express no opinion or view);

Disclosure Counsel Opinion. The opinion of Xxxxxx Xxxxxxx Xxxxxx, dated the Closing Date and addressed to the District and the Underwriter, substantially to the effect that based on such counsel’s participation in conferences with the Underwriter, the financial advisor to the District, the District and others, during which conferences the contents of the Preliminary Official Statement and related matters were discussed, and in reliance thereon and on the records, documents, certificates and opinions described therein, such counsel advises the District that during the course of its engagement as Disclosure Counsel no information came to the attention of such counsel’s attorneys rendering legal services in connection with such representation which caused such counsel to believe that the Preliminary Official Statement, as of its date, Official Statement as of its date and as of the Closing Date (except for any financial or statistical data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion, Appendices B, C, E, F [or G]E and F, or any information about DTC or its book- book-entry-only system, [the Bond Insurer or the Policy] system included therein, as to which such counsel need express no opinion or view) contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.