Common use of Supplemental Opinion Clause in Contracts

Supplemental Opinion. A supplemental opinion or opinions of Bond Counsel addressed to the Underwriter, in substantially the form and to the following effect: (a) The statements and information contained in the Official Statement on the cover page relating to tax exemption, the description of the Bonds, and security for the Bonds, and under the captions “INTRODUCTION – General,” “ - The Bonds,” and “- Security for the Bonds,” “THE BONDS” (except for the information under the caption “Book-Entry Only System”), “SECURITY FOR THE BONDS” and “TAX MATTERS,” and in APPENDICES A and D, are true and accurate in all material respects; and (b) The Bonds are exempt from registration under Section 3(a)(2) of the Securities Act of 1933, as amended and the Indenture is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended; (c) The Purchase Contract has been duly authorized, executed and delivered by the Authority, and, assuming due authorization, execution and delivery by the other parties thereto, constitutes legal, valid and binding agreement of the Authority enforceable against the Authority in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and equitable remedies if equitable remedies are sought, and except no opinion need be expressed as to the enforceability of the indemnification, waiver, choice of law or contributions provisions contained therein.

Supplemental Opinion. A supplemental opinion or opinions of Bond Counsel addressed in form and substance satisfactory to the Underwriter, in substantially dated the form Closing Date and addressed to the following effectDistrict and the Underwriter, to the effect that: (ai) The the description of the Bonds and the security for the Bonds and statements and information contained in the Official Statement on the cover page relating to tax exemption, the description of the Bonds, and security for the Bonds, thereof and under the captions “INTRODUCTION – General,” “ - The Bonds,” and “- Security for the Bonds,” INTRODUCTION”, “THE BONDS” ”, (except for the excluding any and all information contained under the caption subheading “–Book-Entry Only System”), “SECURITY FOR THE BONDS,” and “TAX MATTERS,” and in APPENDICES A “CONTINUING DISCLOSURE,” to the extent they purport to summarize certain provisions of the Bond Resolution, the Continuing Disclosure Certificate and DCalifornia law or federal law, are true fairly and accurate in all material respects; andaccurately summarize the matters purported to be summarized therein; (bii) The assuming due authorization, execution and delivery by all the parties thereto, the Continuing Disclosure Certificate, and this Purchase Agreement 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; (iii) the Bonds are exempt from registration under Section 3(a)(2) of pursuant to the Securities Act of 1933, as amended amended, and the Indenture Resolution is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended; (c) The Purchase Contract has been duly authorized, executed and delivered by the Authority, ; and, assuming due authorization, execution and delivery by the other parties thereto, constitutes legal, valid and binding agreement of the Authority enforceable against the Authority in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and equitable remedies if equitable remedies are sought, and except no opinion need be expressed as to the enforceability of the indemnification, waiver, choice of law or contributions provisions contained therein.

Supplemental Opinion. A supplemental opinion or opinions of Bond Counsel in form and substance satisfactory to the Underwriters, dated the Closing Date and addressed to the UnderwriterDistrict and the Underwriters, in substantially the form and to the following effecteffect that: (ai) The the description of the Bonds and the security for the Bonds and statements and information contained in the Official Statement on the cover page relating to tax exemption, the description of the Bonds, and security for the Bonds, thereof and under the captions “INTRODUCTION – General,” “ - The Bonds,” and “- Security for the BondsINTRODUCTION,” “THE BONDS” (except for excluding any and all information contained with respect to the information under the caption “Book-Entry Only System”System of DTC), “SECURITY FOR THE APPLICATION OF PROCEEDS OF BONDS,” “TAX MATTERS” and “TAX MATTERS,CONTINUING DISCLOSURE” to the extent they purport to summarize certain provisions of the Bond Resolution, the Continuing Disclosure Certificate, California law or federal law, fairly and accurately summarize the matters purported to be summarized therein; (ii) assuming due authorization, execution and delivery by the parties to this Purchase Agreement other than the District, this Purchase Agreement and the Continuing Disclosure Certificate have 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 APPENDICES A 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 D, 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 true and accurate in all material respectssought; and (biii) The the Bonds are exempt from registration under Section 3(a)(2) of pursuant to the Securities Act of 1933, as amended amended, and the Indenture Bond Resolution is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended; (c) The Purchase Contract has been duly authorized, executed and delivered by the Authority, and, assuming due authorization, execution and delivery by the other parties thereto, constitutes legal, valid and binding agreement of the Authority enforceable against the Authority in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and equitable remedies if equitable remedies are sought, and except no opinion need be expressed as to the enforceability of the indemnification, waiver, choice of law or contributions provisions contained therein.

Supplemental Opinion. A supplemental opinion or opinions of Bond Counsel addressed to the Underwriter, in substantially the form and substance acceptable to the Underwriter and dated the date of the Closing, substantially to the following effect: (ai) This Purchase Agreement, the Reassessment Bonds Purchase Contract and the Continuing Disclosure Agreement have been duly authorized, executed and delivered by the Authority and, assuming the due authorization and execution by the other respective parties thereto, constitute the valid, legal and binding agreements of the Authority, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally. (ii) The statements and information contained in the Official Statement on under the cover page relating headings “THE AUTHORITY BONDS,” “SECURITY FOR THE AUTHORITY BONDS,” “SECURITY FOR THE REASSESSMENT BONDS” and “CERTAIN LEGAL MATTERS” and in Appendix A and Appendix D to tax exemptionthe Official Statement, the description are accurate, insofar as such statements purport to summarize certain provisions of the Bonds, and security for the Reassessment Bonds, and under the captions “INTRODUCTION – General,” “ - The Bonds,” and “- Security for the Bonds,” “THE BONDS” (except for the information under the caption “Book-Entry Only System”)Indenture, “SECURITY FOR THE BONDS” and “TAX MATTERS,” and in APPENDICES A and D, are true and accurate in all material respects; andor Bond Counsel’s opinion with respect to federal tax law. (biii) The Bonds are exempt from registration under Section 3(a)(2) of the Securities Act of 1933, as amended amended, and the Indenture is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended; (c) The Purchase Contract has been duly authorized, executed and delivered by the Authority, and, assuming due authorization, execution and delivery by the other parties thereto, constitutes legal, valid and binding agreement of the Authority enforceable against the Authority in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and equitable remedies if equitable remedies are sought, and except no opinion need be expressed as to the enforceability of the indemnification, waiver, choice of law or contributions provisions contained therein.

Supplemental Opinion. A supplemental opinion or opinions of Bond Counsel addressed in form and substance satisfactory to the Underwriter, in substantially dated the form Closing Date and addressed to the following effectDistrict and the Underwriter, to the effect that: (ai) The the description of the Bonds and the security for the Bonds and statements and information contained in the Official Statement on the cover page relating to tax exemption, the description of the Bonds, and security for the Bonds, thereof and under the captions “INTRODUCTION – General,” “ - The Bonds,” and “- Security for the BondsINTRODUCTION,” “THE BONDS” (except for excluding any and all information contained with respect to the information under the caption “Book-Entry Only System”System of DTC), “SECURITY FOR THE BONDSTAX MATTERS” and “TAX MATTERS,CONTINUING DISCLOSURE” to the extent they purport to summarize certain provisions of the Bond Resolution, the Continuing Disclosure Certificate, California law or federal law, fairly and accurately summarize the matters purported to be summarized therein; (ii) assuming due authorization, execution and delivery by the parties to this Purchase Agreement other than the District, this Purchase Agreement and the Continuing Disclosure Certificate have 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 APPENDICES A 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 D, 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 true and accurate in all material respectssought; and (biii) The the Bonds are exempt from registration under Section 3(a)(2) of pursuant to the Securities Act of 1933, as amended amended, and the Indenture Bond Resolution is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended; (c) The Purchase Contract has been duly authorized, executed and delivered by the Authority, and, assuming due authorization, execution and delivery by the other parties thereto, constitutes legal, valid and binding agreement of the Authority enforceable against the Authority in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and equitable remedies if equitable remedies are sought, and except no opinion need be expressed as to the enforceability of the indemnification, waiver, choice of law or contributions provisions contained therein.