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required for the valid authorization, execution <br /> and delivery of the Legal Documents and the <br /> approval of the Official Statement or the <br /> consummation by the City of the transactions <br /> contemplated herein and in the Official <br /> Statement, except such as have been obtained and <br /> except such as may be required under state <br /> securities or blue sky laws in connection with <br /> the purchase and distribution of the Certificates <br /> by the Underwriter; <br /> <br /> (4) the favorable opinion of the counsel to the <br /> Lessor, dated the date of Closing, and addressed to <br /> the City and the Underwriter, in form and substance <br /> satisfactory to the Underwriter to the effect: <br /> <br /> (i) the Lessor is a nonprofit public <br /> benefit corporation duly organized, validly <br /> existing and in good standing under the laws of <br /> the State of California; <br /> <br /> (ii) the Lessor has full legal power and <br /> adequate corporate authority to enter into the <br /> Legal Documents and the Assignment Agreement and <br /> the full legal power and authority to own its <br /> properties and to carry on its business~ <br /> <br /> (iii) the Legal Documents and the Assignment <br /> Agreement have been validly authorized, executed <br /> and delivered by the Lessor and, assuming due <br /> authorization, execution and delivery by the <br /> other parties thereto, constitute legal, valid <br /> and binding agreements of the Lessor, enforceable <br /> in accordance with their terms, except as <br /> enforcement thereof may be limited by bankruptcy, <br /> insolvency or other laws affecting enforcement of <br /> creditors' rights and by the application of <br /> equitable principles if equitable remedies are <br /> sought; <br /> <br /> (iv) no consent, approval, authorization or <br /> order of any court, regulatory authority or <br /> governmental body is required for the valid <br /> authorization, execution and delivery of the <br /> Legal Documents or the Assignment Agreement or <br /> the consummation by the Lessor of the <br /> transactions contemplated herein and in the <br /> Official Statement except such as have been <br /> obtained and except such as may be required under <br /> the state securities or blue sky laws in <br /> <br />1739030/2 <br /> <br /> <br />