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October , 1987 <br />Page 3 <br /> <br />Certificates, the Site Lease, the Deed of Gift, the Facility <br />Lease, the Assignment Agreement and the Trust Agreement are <br />subject to bankruptcy, insolvency, r.eorganization, moratorium <br />and other similar laws affecting creditors' rights, to the <br />application of equitable principles, to the exercise of <br />judicial discretion in appropriate cases, and to the <br />limitations on legal remedies against cities in the State of <br />California. Further, we express no opinion with respect to the <br />quality of title to any of the real or personal property <br />described in the Site Lease, Deed of Gift and Facility Lease <br />nor the accuracy or sufficiency of the description of any such <br />property contained therein. <br /> <br /> Based on and subject to the foregoing, and in <br />reliance thereon, as of the date hereof, we are of the <br />following opinions: <br /> <br /> 1. Such proceedings show lawful authority for the <br />execution and delivery of the Site Lease, the Facility Lease <br />and the Trust Agreement by the City and the Corporation, and of <br />the Deed of Gift and the Assignment Agreement by the <br />Corporation, under the laws of the State of California, and the <br />Site Lease, the Deed of Gift, the Facility Lease, the <br />Assignment Agreement and the Trust Agreement have been duly <br />authorized, executed and delivered and, assuming due <br />authorization, execution and delivery of the Trust Agreement <br />and the Assignment Agreement by the Trustee, the Site Lease, <br />the Facility Lease and the Trust Agreement, and, with respect <br />to the Corporation, the Deed of Gift and the Assignment <br />Agreement, constitute valid, legal and binding obligations of <br />the City and the Corporation, enforceable against the City and <br />the Corporation in accordance with their respective terms. <br /> <br /> 2. The obligation of the City to make the Base <br />Rental Payments under the Facility Lease is valid and <br />enforceable against the City in accordance with the terms of <br />and subject to the limitations contained in the Facility Lease, <br />and does not constitute a debt of the City or of the State of <br />California or of any political subdivision thereof within the <br />meaning of any constitutional or statutory debt limit or <br />restriction, and does not constitute an obligation for which <br />the City is obligated to levy or pledge any form of taxation or <br />for which the City has levied or pledged any form of taxation. <br /> <br />1606S <br /> <br /> <br />