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(1) Bond Opinion The approving opinions of Bond Counsel, as to the validity and tax-exempt status of the Bonds, dated the date of the Closing, addressed to the Issuer, in substantially the forms attached hereto as Appendix C, together with a reliance letters from Bond Counsel to the effect that the Purchaser can rely upon the opinions described therein, (2) Supplemental Opinion of Bond Counsel A supplemental opinion of Bond Counsel dated the date of the Closing and addressed to the Issuer and the Purchaser, in substantially the form attached hereto as Appendix D, (3) Opinions of Authority General Counsel and City Attorney The opinions of the Issuer's General Counsel and City's City Attorney dated the date of the Closing and addressed to the Purchaser, in the form attached hereto as Appendix E, (4) Certificates A certificate signed by appropriate officials of the Issuer to the effect that (i) such officials are authorized to execute this Purchase Contract, (ii) the representations, agreements and warranties of the Issuer herein and all statements made in all certificates and other documents delivered to the Purchaser prior to the Closing pursuant to the Purchaser's request are true and correct in all material respects as of the date of Closing, (ni) the Issuer has complied with all the terms of the Bond Documents to be complied with by the Issuer prior to or concurrently with the Closing, and, as to the Issuer, the Bond Documents are in full force and effect, (iv) the Bonds being delivered on the date of the Closing to the Purchaser under this Purchase Contract substantially conform to the descriptions thereof contained in the Trust Agreement and (v) the Bonds constitute debt that is parity with that certain Installment Sale Agreement by and between the City and the State Water Resources Control Board dated June 17, 2015 ("Parity Debt") and all conditions with respect to the issuance of Parity Debt have been satisfied, (5) Arbitrage A nonarbitrage and tax certificate of the Issuer in form satisfactory to Bond Counsel, (6) Issuer Resolution A certificate, together with a fully executed copy of the Issuer Resolution, of the Secretary to the Issuer Board to the effect that (i) such copy is a true and correct copy of the Issuer Resolution, and (ii) that the Issuer Resolution was duly adopted and has not been modified, amended, rescinded or revoked except as provided herein, and is in full force and effect on the date of the Closing, (7) City Resolution A certificate, together with a fully executed copy of the City Resolution, of the Secretary to the City to the effect that 11 2763992 2