10A Action 2008 0602 Attach - Preliminary Official Statement

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APPENDIX E FORM OF BOND COUNSEL OPINION ,2008 Redevelopment Agency of the City of San Leandro 835 E. 14th Street San Leandro, CA 94577 OPINION: $ Redevelopment Agency of the City of San Leandro Alameda County -City of San Leandro Redevelopment Project Tax Allocation Bonds. Series 2008 Members of the Agency: We have acted as bond counsel in connection with the issuance by the Redevelopment Agency of the City of San Leandro (the "Agency"), of $ Redevelopment Agency of the City of San Leandro, Alameda County -City of San Leandro Redevelopment Project Tax Allocation Bonds, Series 2008 (the "Bonds"), pursuant to the Community Redevelopment Law, constituting Part 1 (commencing with Section 33000) of Division 24 of the Health and Safety Code of the State of California (the "Lave'), and an Indenture of Trust, dated as of June 1, 2008, by and between the Agency and U.S. Bank National Association, as trustee (the "Indenture"). We have examined the Law and such certified proceedings and other papers as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon representations of the Agency contained in the Indenture and in certified proceedings and other certifications of public officials furnished to us, without undertaking to verify such facts by independent investigation. Based upon the foregoing, we are of the opinion, under existing law, as follows: 1. The Agency is duly created and validly existing as a public body, corporate and politic, with the power to enter into the Indenture, perform the agreements on its part contained therein and issue the Bonds. 2. The Indenture has been duly approved by the Agency and constitutes a valid and binding obligation of the Agency enforceable upon the Agency. 3. Pursuant to the Law, the Indenture creates a valid lien on the funds pledged by the Indenture for the security of the Bonds, subject to no prior lien granted under the Law. E-1