PLEASANTON JOINT POWERS FINANCING AUTHORITY

May 10,2013 Page 2 including copies certified to us as being true and complete copies of the proceedings of the City and the Authority. In this connection, we have also examined such other documents, opinions and instruments as we have deemed necessary in order to render the opinions expressed herein. In such examination, we have assumed the genuineness of all signatures on original documents (other than signatures of the City and the Authority) and the conformity to the original documents of all copies submitted to us. We have also assumed the due execution and delivery of all documents (other than with respect to the City and the Authority) which we have examined where due execution and delivery are a prerequisite to the effectiveness thereof. As to the various questions of fad material to our opinion, we have relied upon statements or certificates of officers and representatives of the City, the Authority, public officials and others. On the basis of the foregoing examination and assumptions and in reliance thereon and on all such other matters of fact as we deemed relevant under the circumstances, and upon consideration of the applicable law, we are of the opinion that: 1. The First Amendment has been duly adopted by the City and the Authority and constitutes the valid and binding obligation of the City and the Authority • enforceable against the City and the Authority in accordance with its terms. The execution of the First Amendment is authorized or permitted under the Trust Agreement and the Lease Agreement, and all consents required to be obtained in order to execute and deliver the First Amendment have been obtained. 2. The execution and delivery of the First Amendment does not materially adversely affect the exclusion, 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"), of the interest component portion of each Lease Payment designated as and comprising interest with respect to the Certificates. In rendering the opinions expressed in paragraph 2 above, we are relying upon the representations and covenants of the City and the Authority in the Trust Agreement and the Lease Agreement and in the Tax and Non-Arbitrage Certificate of the City executed in connection with the delivery of the Certificates concerning the use of the facilities financed with proceeds of the Certificates, the investment and use of proceeds of the Certificates and the rebate to the Federal government, if necessary, of certain earnings thereon. In addition, we have assumed that all such representations are true and correct and that the City and the Authority have complied with, and will continue to 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 City and the Authority fail to comply with such covenants. Except as stated above, we express no opinion as to any Federal tax consequences of the receipt of the portion of each Certificate designated as and comprising interest. Certain agreements, requirements and procedures contained or referred to in the Trust Agreement, the Lease Agreement, the Tax Certificate and other relevant documents may be changed, and certain actions (including, without limitation, defeasance of the Certificates) 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 with respect to the Certificates if any such change occurs or action is taken or omitted to be taken upon the advice or approval of counsel other than ourselves. 340785 1.DOC