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The form of Special Counsel's Opinion with respect to the Certificates is attached hereto as APPENDIX E. FINANCIAL STATEMENTS OF THE CITY The audited financial statements (the "Financial Statements") of the City for the year ended June 30, 2006, included in Appendix B to this Official Statement, have been examined by Caporicci & Larson, Oakland, California (the "Auditors"), to the extent and for the periods indicated in its report (the "Report"), which also appears in Appendix B hereto. The Financial Statements and the Report should be read in their entirety. The audited financial statements of the City for prior years are on file for public inspection with the City Clerk. The City has not requested nor received the consent of the Auditor to the reproduction of its Report as an appendix to this Official Statement, and the Auditor has not reviewed or expressed any opinion regarding any portion of this Official Statement other than the Financial Statements as stated in the Report. PROFESSIONALS INVOLVED IN THE OFFERING Certain legal matters incident to the authorization, sale, execution and delivery of the Certificates are subject to the approval of Jones Hall, A Professional Law Corporation, San Francisco, California, Special Counsel and Disclosure Counsel. E. Wagner & Associates, Inc. is financial advisor to the City. Certain legal matters will be passed upon for the City and the Corporation by the City Attorney. Compensation of Special Counsel and Disclosure Counsel is contingent upon the execution and delivery of the Certificates. LITIGATION To the best knowledge of the City there is no action, suit or proceeding known to be pending, or threatened, restraining or enjoining the execution or delivery of the Certificates, the Trust Agreement, the Site Lease, the Lease Agreement, the Assignment Agreement or any other document relating to the Certificates, or in any way contesting or affecting the validity of the foregoing. There are a number of lawsuits and claims pending against the City. In the opinion of the City, such suits and claims as are presently pending will not have a material adverse affect on the ability of the City to make Lease Payments. RATINGS Standard & Poor's Ratings Group ("S&P") and Moody's Investors Service ("Moody's") have assigned the respective rating of "_" and "_" to the Ce'rtificates, with the understanding that, upon delivery of the Certificates, a policy insuring the payment when due of principal of and interest with respect to the Certificates will be issued by Additionally, S&P and Moody's have assigned an underlying rating of of "_" and "_" to the -41-