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<br /> <br />APPENDIX E <br /> <br />FORM OF OPINION OF BOND COUNSEL <br /> <br />[Closing Date] <br /> <br />Pleasanton Joint Powers Financing Authority <br />P.O. Box 520 <br />Pleasanton, California 94566 <br /> <br />OPINION: $___________ Pleasanton Joint Powers Financing Authority <br /> 2026 Water Revenue Bonds <br /> <br />Members of the Authority: <br /> <br />We have acted as bond counsel to the Pleasanton Joint Powers Financing Authority (the <br />“Authority”) in connection with the issuance by the Authority of its Pleasanton Joint Powers <br />Financing Authority 2026 Water Revenue Bonds in the aggregate principal amount of <br />$___________ (the “Bonds”), under an Indenture of Trust dated as of October 1, 2026 (the <br />“Indenture”), between the Authority and U.S. Bank Trust Company, National Association, as <br />trustee, and under the provisions of Article 4 of Chapter 5, Division 7, Title 1 of the Government <br />Code of the State of California, commencing with Section 6584 of said Code (the “Bond Law”). <br />The Bonds are secured by Revenues as such term is defined in the Indenture, including <br />installment payments (the “Installment Payments”) made by the City of Pleasanton (the “City”) <br />under an Installment Sale Agreement dated as of October 1, 2026 (the “Installment Sale <br />Agreement”) between the Authority and the City. <br /> <br />We have examined such certified proceedings and other papers as we deem necessary <br />to render this opinion. As to questions of fact material to our opinion, we have relied upon <br />representations of the Authority and the City contained in the Indenture, the Installment Sale <br />Agreement and in the certified proceedings, and upon other certifications furnished to us, <br />without undertaking to verify the same by independent investigation. <br /> <br />Based upon our examination we are of the opinion, under existing law, that: <br /> <br />1. The Authority is a joint powers agency duly organized and existing under the laws <br />of the State of California, with power to enter into the Indenture, to perform the agreements on <br />its part contained therein and to issue the Bonds. <br /> <br />2. The Bonds have been duly issued by the Authority and constitute legal, valid and <br />binding special obligations of the Authority enforceable in accordance with their terms. <br /> <br />3. The Indenture and the Installment Sale Agreement have been duly authorized, <br />executed and delivered by the Authority and constitute legal, valid and binding obligations of the <br />Authority enforceable against the Authority in accordance with their respective terms. <br /> <br />4. The Indenture establishes a valid lien on and security interest in the Revenues and <br />other funds pledged thereby for the security of the Bonds, in accordance with the terms of the <br />Indenture. <br /> <br />Page 277 of 318