PLEASANTON JOINT POWERS FINANCING AUTHORITY

ATTORNEYS AT LAW 7j NOSSAMAN LLP 18101 Von Karman Avenue Suite 1800 Irvine,CA 92612 T 949.833.7800 F 949.833.7878 Refer To File#: 160403-0004 May 10, 2013 City of Pleasanton 123 Main St. Pleasanton, CA 94566-0822 The Bank of New York Mellon Trust Company, N.A. 100 Pine Street, Suite 3100 San Francisco, CA 94111 Ambac Assurance Corporation One State Street Plaza New York, NY 10004 Re: City of Pleasanton Certificates of Participation, Series 2003 (Golf Course/Senior Center Project) Dear Ladies and Gentlemen, We have acted as special counsel to the City of Pleasanton (the "City") in connection with the outstanding City of Pleasanton Certificates of Participation, Series 2003 (Golf Course/Senior Center Project) (the "Certificates"), which are insured by AMBAC (Policy No. 20805BE). In addition, AMBAC has provided a Reserve Fund Surety Bond for the Certificates (Policy No. SB1630BE). The Certificates were executed and delivered pursuant to the terms of a trust agreement, dated as of April 1, 2003 (the "Trust Agreement"), among the City, The Bank of New York Mellon Trust Company, N.A., as successor in interest to BNY Western Trust Company (the "Trustee"), and the Pleasanton Joint Powers Financing Authority (the "Authority"), and are secured by lease payments made pursuant to a lease agreement, dated as of April 1, 2003 (the "Lease Agreement"), between the City and the Authority. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Trust Agreement. Pursuant to Section 9.01 of the Trust Agreement the City and the Authority have entered into a First Amendment to Lease Agreement, dated as of May 1, 2013 (the "First Amendment") in order to clarify that the Lease Payment prepayment dates are on any date. • As Special Counsel we have examined the First Amendment and such other documents, opinions and matters to the extent,we deemed necessary to render the opinion set forth herein, 340785_1.000 noss a man.corn