Supplemental Opinion of Bond Counsel. A supplemental opinion of Bond Counsel, addressed to the District and the Underwriter, dated the date of the Closing, substantially to the following effect:
(A) the description of the Bonds and the security for the Bonds and statements in the Official Statement on the cover thereof and under the captions “INTRODUCTION,” “THE BONDS,” “LEGAL MATTERS – Continuing Disclosure – Current Undertaking,” and “TAX MATTERS,” to the extent they purport to summarize certain provisions of the Bonds, the Resolution, the Continuing Disclosure Certificate and the form and content of Bond Counsel’s approving opinion with respect to the treatment of interest on the Bonds under State or federal law, fairly and accurately summarize the matters purported to be summarized therein; provided that Bond Counsel need not express any opinion with respect to (i) any information contained in Appendices B, D, or E to the Official Statement, (ii) financial or statistical data or forecasts, numbers, charts, tables, estimates, projections, assumptions or expressions of opinion contained in the Official Statement, including in any of the appendices thereto, (iii) information with respect to The Depository Trust Company or its book-entry only system included therein, (iv) any CUSIP numbers or information relating thereto, (v) the District’s compliance with its obligations to file annual reports or provide notice of the events described in Rule 15c2-12 promulgated under the Securities Act of 1934, (vi) any information with respect to the Underwriter or underwriting matters with respect to the Bonds, including but not limited to information under the caption “MISCELLANEOUS – Underwriting,” and (vii) any information with respect to the ratings on the Bonds and the rating agencies referenced therein, including but not limited to information under the caption “MISCELLANEOUS – Ratings;”
(B) the Continuing Disclosure Certificate and this Purchase Contract have each been duly authorized, executed and delivered by the District and, assuming the due authorization, execution and delivery by the other parties thereto, constitute legal, valid and binding agreements of the District enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except as their enforcement may be subject to the application of equitable principles a...
Supplemental Opinion of Bond Counsel. A supplemental opinion of Bond Counsel, dated the Closing Date and addressed to the Purchaser, to the effect that the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Trust Agreement is exempt from qualification under the Trust Indenture Act of 1939, as amended;
Supplemental Opinion of Bond Counsel. A supplemental opinion of bond counsel in form and substance satisfactory to the Underwriter, dated the Closing Date and addressed to the District and the Underwriter, to the effect that:
(1) the description of the Bonds and the security for the Bonds and statements in the Official Statement on the cover page thereof and under the captions “INTRODUCTORY STATEMENT,” “THE BONDS,” and “LEGAL MATTERS – Tax Matters,” to the extent they purport to summarize certain provisions of the Paying Agent Agreement and the Continuing Disclosure Certificate, fairly and accurately summarize the matters purported to be summarized therein;
(2) assuming due authorization, execution and delivery by all the parties thereto, the District Documents have each been duly authorized, executed and delivered by the respective parties thereto and constitute legal, valid and binding agreements of the District and are enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except as their enforcement may be subject to the application of equitable principles and the exercise of judicial discretion in appropriate cases if equitable remedies are sought; and
(3) the Bonds are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Resolution (defined below) is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended.
Supplemental Opinion of Bond Counsel. A supplemental opinion or opinions of Bond Counsel addressed to the Underwriter, in form and substance acceptable to the Underwriter, and dated the date of the Closing, stating that the Underwriter may rely on the opinion of Bond Counsel described in paragraph (1) above as if such opinion was addressed to the Underwriter and to the following effect:
(i) the Bond Purchase Agreement has been duly executed and delivered by the Agency and the Authority and (assuming due authorization, execution and delivery by and validity against the Underwriter) constitutes the valid and binding agreement of the Agency and the Authority, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors' rights and by the application of equitable principles;
(ii) the statements contained in the Official Statement under the captions “INTRODUCTION,” "THE 2011 BONDS," "SECURITY FOR THE 2011 BONDS," "OTHER MATTERS – Tax Matters" and in Appendices A and D insofar as such statements expressly summarize certain provisions of the Indenture, the Bonds or the opinion of Bond Counsel, are accurate in all material respects; and
(iii) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended.
Supplemental Opinion of Bond Counsel. An opinion of Bond Counsel, together with a letter from Bond Counsel dated the Closing Date and addressed to the Underwriter to the effect that the Underwriter may rely on the legal conclusions expressed in the opinion in its capacity as the initial purchaser of the Bonds, to the effect that: (1) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; (2) The statements contained in the Official Statement under the captions [“THE SERIES 2015 REFUNDING BONDS,” “SECURITY FOR THE BONDS,” “TAX MATTERS” and APPENDIX A – “SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE” and APPENDIX B – “FORM OF BOND COUNSEL OPINION”] excluding any material that may be treated as included under such captions by reference to other documents, insofar as such statements expressly summarize certain provisions of the Indenture and the form and content of the opinion of Bond Counsel, are accurate in all material respects; and (3) this Agreement has been duly executed and delivered by, and is a valid and binding agreement of, the Successor Agency, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors’ rights and by the application of equitable principles.
Supplemental Opinion of Bond Counsel. A supplemental opinion of Bond Counsel in substantially the form attached hereto as Exhibit A;
Supplemental Opinion of Bond Counsel. A supplemental opinion of bond counsel, dated the date of the Closing in form satisfactory to the Underwriter.
Supplemental Opinion of Bond Counsel. The Underwriter shall have received a supplemental opinion of Bond Counsel, dated the Closing Date and addressed to the Underwriter, to the effect that (i) this Purchase Agreement has been duly authorized, executed and delivered by the Authority and is a valid and binding obligation of the Authority enforceable against it in accordance with its terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws or equitable principles relating to or limiting creditors' rights generally); (ii) the Bonds are exempt from registration under the Securities Act of 1933, as amended, and the Indentures do not have to be qualified under the Trust Indenture Act of 1939, as amended; and (iii) the statements contained in the Official Statement under the captions "INTRODUCTION," "THE BONDS", "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS" and in Appendix B insofar as such statements describe the Bonds, the Indentures, the Installment Sale Agreements and the Guaranties, and under the caption "TAX EXEMPTION", present a fair and accurate summary of the provisions of such documents and as to the legal matters set forth or described therein.
