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(1) the unqualified approving opinion of Special <br /> Counsel, dated the date of Closing, as to the validity <br /> and tax-exempt status of the Certificates; <br /> <br /> (2) a supplementary opinion of Special Counsel <br /> in form and substance satisfactory to the Underwriter, <br /> dated the date of Closing and addressed to the City <br /> and the Underwriter, to the effect that: <br /> <br /> (i) the description of the Certificates and <br /> security for the Certificates and statements in <br /> the Official Statement under the captions <br /> "INTRODUCTION," "THE CERTIFICATES," "CONSTITU- <br /> TIONAL AND STATUTORY LIMITATIONS ON TAXES AND <br /> "APPROPRIATIONS, .... TAX EXEMPTION, .... MISCELLA- <br /> NEOUS," and "APPENDIX B - SUMMARY OF PRINCIPAL <br /> LEGAL DOCUMENTS" insofar as such statements <br /> purport to summarize certain provisions of the <br /> Trust Agreement, the Site Lease, the Deed of <br /> Gift, the Lease, the Agency Agreement, the <br /> Assignment Agreement, California law or federal <br /> law, are correct and complete to the best of such <br /> counsel's knowledge and belief; and <br /> <br /> (ii) assuming due authorization, execution <br /> and delivery by the Trustee of the documents to <br /> which it is a party or which the Trustee has <br /> acknowledged, the Legal Documents and the <br /> Assignment Agreement have been duly authorized, <br /> executed and delivered by the respective parties <br /> thereto and constitute legal, valid and binding <br /> agreements of the parties thereto and are <br /> enforceable in accordance with their respective <br /> terms, except as enforcement thereof may be <br /> limited by bankruptcy, insolvency or other laws <br /> affecting enforcement of creditors' rights and <br /> by the application of equitable principles if <br /> equitable remedies are sought; <br /> <br /> (iii) the Certificates are exempt from <br /> registration pursuant to the Securities Act of <br /> 1933, as amended, and the Trust Agreement is <br /> exempt from qualification as an indenture <br /> pursuant to the Trust Indenture Act of 1939, as <br /> amended; and <br /> <br /> (iv) although they are not passing upon and <br /> do not assume any responsibility for the <br /> accuracy, completeness or fairness of any of the <br /> statements contained in the Official Statement <br /> <br /> 11 <br />1739030/2 <br /> <br /> <br />