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and make no representation that they have <br /> independently verified the accuracy, completeness <br /> or fairness of any such statements, during the <br /> course of preparation of the Official Statement, <br /> they met in conferences with representatives of <br /> the City, the Trustee, their respective counsels, <br /> the Underwriter, and . others, during which <br /> conferences the contents of the Official <br /> Statement and related matters were discussed and <br /> that based on their participation in the <br /> above-mentioned conferences, and in reliance <br /> thereon and on the certificates, opinions and <br /> other documents herein mentioned, they advise <br /> that no information came to their attention which <br /> caused them to believe that the Official <br /> Statement as of the date hereof and as of the <br /> Closing (except for any financial or statistical <br /> data or forecasts included therein, as to which <br /> they express no opinion or view) contained any <br /> untrue statement of a material fact or omitted to <br /> state any material fact required to be stated <br /> therein or necessary to make the statements <br /> therein, in the light of the circumstances under <br /> which they were made, not misleading. <br /> <br /> (3) an opinion of the counsel to the City, dated <br /> the date of Closing and addressed to the City and the <br /> Underwriter, in form and substance satisfactory to the <br /> Underwriter, to the effect that: <br /> <br /> (i) the City is a municipal corporation <br /> duly organized and validly existing under the <br /> laws of the State of California; <br /> <br /> (ii) the Official Statement has been duly <br /> approved by the City and the descriptions therein <br /> as to the City and the City's obligations under <br /> the Trust Agreement, the Lease, the Site Lease <br /> and the Agency Agreement are correct and do not <br /> contain an untrue statement of a material fact <br /> and do not omit to state a material fact required <br /> to be stated therein or necessary to make the <br /> information therein, in the light of the <br /> circumstances under which they were presented, <br /> not misleading; <br /> <br /> (iii) the resolution of the City approving <br /> and authorizing the execution and delivery of the <br /> Legal Documents and approving the Official <br /> Statement was duly adopted at a meeting of the <br /> <br /> 12 <br />1739030/2 <br /> <br /> <br />