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APPENDIX C <br /> <br /> PROPOSED FORM OF OPINION OF SPECIAL COUNSEL <br /> <br /> October __, 1987 <br /> <br />City of Pleasanton <br /> Public Facilities Corporation <br />Pleasanton, California <br /> <br />City of Pleasanton <br />Pleasanton, California <br /> <br /> Re: City of Pleasanton (Capital Projects I and II) <br /> 1987 Certificates of Participation <br /> (Final Opinion) <br /> <br />Ladies and Gentlemen: <br /> <br /> We have acted as special counsel in connection with <br />the preparation of the proceedings for the execution and <br />delivery of $ aggregate principal amount of City of <br />Pleasanton (Capital Projects I and II) 1987 Certificates of <br />Participation (the "Certificates"), each evidencing and <br />representing a fractional undivided interest of the registered <br />owner thereof in the rights to receive certain Base Rental <br />Payments (as that term is defined in the Trust Agreement <br />hereinafter mentioned). <br /> <br /> In such connection, we have examined the record of <br />proceedings submitted to us relative to the execution and <br />delivery of the Certificates as we deemed necessary to render <br />the following opinions, including a Site Lease (Capital <br />Project I), dated as of October 1, 1987 (the "Site Lease"), by <br />and between the City of Pleasanton (the "City") and City of <br />Pleasanton Public Facilities Corporation (the "Corporation"), a <br />Deed of Gift, dated as of October 1, 1987 (the "Deed of Gift"), <br /> <br />1606S <br /> <br /> <br />