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15 <br />before or by any court, governmental agency or body, pending, with service of process <br />upon the Authority having been accomplished, or threatened in writing against the <br />Authority, challenging the creation, organization or existence of the Authority, or the <br />validity of the Authority Documents or seeking to restrain or enjoin the collection of the <br />Installment Payments under the Installment Sale Agreement or the repayment of the Bonds <br />or in any way contesting the authority of the Authority to enter into or perform its <br />obligations under the Authority Documents; <br />(xii) An opinion of the City Attorney dated the Closing Date and addressed to the <br />Underwriter and the Trustee to the effect that: <br />(A) The City is a municipal corporation and general law city, duly organized <br />and validly existing under the laws of the State of California; and <br />(B) The City Resolution approving and authorizing the execution and delivery <br />of the City Documents, and approving the Official Statement, was duly adopted at a <br />meeting of the City Council that was called and held pursuant to law and with all public <br />notice required by law and at which a quorum was present and acting throughout, and such <br />resolution is in full force and effect and has not been modified, amended, or rescinded; <br />(C) To such counsel’s knowledge, the execution and delivery of the City <br />Documents and compliance with the provisions thereof, under the circumstances <br />contemplated thereby, do not and will not in any material respect conflict with, or constitute <br />on the part of the City a breach of or default under, as applicable: (a) any agreement or <br />other instrument to which the City is a party or by which it is bound; or (b) any existing <br />law, regulation, court order or consent decree to which the City is subject, which breach or <br />default has or may have a material adverse effect on the ability of the City to perform its <br />obligations under the City Documents; and <br />(D) To such counsel’s knowledge, except as otherwise disclosed in the Official <br />Statement, there is no litigation, proceeding, action, suit or investigation at law or in equity <br />before or by any court, governmental agency or body, pending, with service of process <br />upon the City having been accomplished, or threatened in writing against the City, <br />challenging the creation, organization or existence of the City, or the validity of the City <br />Documents or seeking to restrain or enjoin the payment of the Installment Payments or in <br />any way contesting or affecting the validity of the City Documents or contesting the <br />authority of the City to enter into or perform its obligations under any of the City <br />Documents; <br />(xiii) A negative assurance letter of Jones Hall, A Professional Law Corporation, as <br />disclosure counsel (“Disclosure Counsel”), relating to the Preliminary Official Statement and the <br />Official Statement, in form and substance satisfactory to the Underwriter; <br />(xiv) An opinion of Underwriter’s Counsel in form and substance satisfactory to the <br />Underwriter; <br />(xv) An opinion of counsel to the Trustee, addressed to the Underwriter and dated the <br />Closing Date, in form and substance satisfactory to the Underwriter and to Bond Counsel; <br />Page 261 of 448Page 270 of 557