JOINT POWERS FINANCING AUTHORITY AGENDA PACKET 9-15-26

4920-7579-2841v2/200302-0014 14 should be disclosed in the Official Statement for the purposes for which it is to be used or which is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; and (iii) the information and statements contained in the Official Statement did not as of its date and do not as of the Closing contain an untrue statement of a material fact or omit to state any material fact that is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect; (xi) An opinion of counsel to the Authority dated the Closing Date and addressed to the Underwriter and the Trustee to the effect that: (A) The Authority is a joint exercise of powers authority, duly organized and validly existing under the Constitution and the laws of the State of California; (B) The Authority Resolution approving and authorizing the execution and delivery of the Authority Documents, and approving the Official Statement, was duly adopted at a meeting of the Board of Directors of the Authority that was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and such resolution is in full force and effect and has not been modified, amended, or rescinded (C) To such counsel’s knowledge, the execution and delivery of the Authority Documents and compliance with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with, or constitute on the part of the Authority a breach of or default under, as applicable: (a) any agreement or other instrument to which the Authority is a party or by which it is bound; or (b) any existing law, regulation, court order or consent decree to which the Authority is subject, which breach or default has or may have a material adverse effect on the ability of the Authority to perform its obligations under the Authority Documents; and (D) To such counsel’s knowledge, except as otherwise disclosed in the Official Statement, there is no litigation, proceeding, action, suit or investigation at law or in equity before or by any court, governmental agency or body, pending, with service of process upon the Authority having been accomplished, or threatened in writing against the Authority, challenging the creation, organization or existence of the Authority, or the validity of the Authority Documents or seeking to restrain or enjoin the collection of the Installment Payments under the Installment Sale Agreement or the repayment of the Bonds or in any way contesting the authority of the Authority to enter into or perform its obligations under the Authority Documents; (xii) An opinion of the City Attorney dated the Closing Date and addressed to the Underwriter and the Trustee to the effect that: (A) The City is a municipal corporation and general law city, duly organized and validly existing under the laws of the State of California; and (B) The City Resolution approving and authorizing the execution and delivery of the City Documents, and approving the Official Statement, was duly adopted at a meeting of the City Council that was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and such resolution is in full force and effect and has not been modified, amended, or rescinded; (C) To such counsel’s knowledge, the execution and delivery of the City Documents and compliance with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with, or constitute on the part of the City a breach of or Page 113 of 205