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EXHIBIT Bl <br />OPINION OF COUNSEL <br />to <br />CITY OF SAN LEANDRO <br />Dated: Pricing Date <br />California Statewide Communities Development Authority <br />Sacramento, California <br />Wells Fargo Bank, National Association <br />Los Angeles, California <br />Re: Sale of Proposition lA Receivable <br />Ladies & Gentlemen: <br />I have This Office has] acted as counsel for the City of San Leandro (the <br />"Seller") in conne ion with the adoption of that certain resolution (the "Resolution") of the City <br />Council of the Seller (the "Governing Body") pursuant to which the Seller authorized the sale to <br />the California Statewide Communities Development Authority (the "Purchaser") of the Seller's <br />"Proposition lA Receivable", as defined in and pursuant to the Purchase and Sale Agreement <br />dated as of November 1, 2009 (the "Sale Agreement") between the Seller and the Purchaser. In <br />connection with these transactions, the Seller has issued certain Irrevocable Instructions For <br />Disbursement of the Seller's Proposition lA Receivable to the Controller of the State of <br />California (the "Disbursement Instructions") and a Bill of Sale and Bringdown Certificate of the <br />Seller (the "Bill of Sale" and, collectively with the. Sale Agreement and the Disbursement <br />Instructions, the "Seller Documents"). <br />Unless the context otherwise requires, capitalized terms used but not otherwise <br />defined herein shall have the meanings given to such terms in the Sale Agreement. ®We] have <br />examined and are familiar with the Seller Documents and with those documents relating to the <br />existence, organization, and operation of the Seller, the adoption of the Resolution, and the <br />execution of the Seller Documents, and have satisfied ourselves as to such other matters as ~we] <br />deem necessary in order to render the following opinions. As to paragraphs numbered 3 and 4 <br />below, ~we] have relied as to factual matters on the representations and warranties of the Seller <br />contained in the Sale Agreement. <br />Based upon the foregoing, and subject to the limitations and qualifications set <br />forth herein, ~I we] are of the opinion that: <br />B1-1 <br />