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APPENDIX E <br />FORM OF BOND COUNSEL OPINION <br />_~_~__,2004 <br />Redevelopment Agency of the <br />City of San Leandro <br />835 E. 14th Street <br />San Leandro, CA 94577 <br />DI'INION: $ Redevelopment Agency of the City of San Leandro <br />West San Leandro/MacArthur Boulevard Redevelopment Project <br />Tax Allocation Bonds, Series 2004 <br />Members of the Agency: <br />We have acted as bond counsel in connection with the issuance by the Redevelopment <br />Agency of the City of San Leandro (the "Agency"), of $ _ _ Redevelopment Agency <br />of the City of San Leandro, West San Leandro/MacArthur Boulevard Redevelopment Project <br />Tax Allocation Bonds, Series 2004 (the "Bonds"), pursuant to the Community Redevelopment <br />Law, constituting Part 1 (commencing with Section 33000) of Division 24 of the Health and <br />Safety Code of the State of California (the "Law"), and an Indenture of Trust, dated as of June <br />1, 2004, by and between the Agency and U.S. Bank National Association, as trustee (the <br />"Indenture"). We have examined the Law and such certified proceedings and other papers as <br />we deem necessary to render this opinion. <br />As to questions of fact material to our opinion, we have relied upon representations of <br />the Agency contained in the Indenture and in certified proceedings and other certifications of <br />public officials furnished to us, without undertaking to verify such facts by independent <br />investigation. <br />Based upon the foregoing, we are of the opinion, under existing law, as follows: <br />1. The Agency is duly created and validly existing as a public body, corporate and <br />politic, with the power to enter into the Indenture, perform the agreements on its part contained <br />therein and issue the Bonds. <br />2. The Indenture has been duly approved by the Agency and constitutes a valid and <br />binding obligation of the Agency enforceable upon the Agency. <br />3. Pursuant to the Law, the Indenture creates a valid lien on the funds pledged by the <br />Indenture for the security of the Bonds, subject to no prior lien granted under the Law. <br />E-1 <br />