10B Action 2009 1221 - Laserfiche WebLink

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issuance and delivery by the Agency of the Bonds and the execution and delivery of the Agency Documents. (vii) To the actual knowledge of such counsel, the Agency has not entered into any contract or arrangement of any kind which might give rise to any senior or parity lien or encumbrance on the Tax Revenues pledged pursuant to, or subject to the lien of, the Indenture. (d) Trustee Counsel Opinion. The opinion of counsel to the Trustee, dated the date of the Closing, addressed to the Underwriter, to the effect that: (i) The Trustee is a banking corporation, duly organized and validly existing under the laws of the State of California, having full power to enter into, accept and administer the trust created under the Indenture. (ii) The Indenture has been duly authorized, executed and delivered by the Trustee and the Indenture constitutes the Iegal, valid and binding obligation of the Trustee enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by the application of equitable principles, if equitable remedies are sought. (iii) No consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Trustee that has not been obtained is or will be required for the execution and delivery of the Indenture by the Trustee or the consummation by the Trustee of the transactions contemplated by the Indenture. (e) Bond Counsel Opinion. The opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Disclosure Counsel, dated the Closing date, addressed to the Agency, and to the Underwriter, to the effect that based upon an examination which they have made, and without having undertaken to determine independently the accuracy or completeness of the statements contained in the Official Statement, they have no reason to believe that the Official Statement (other than financial statements and other statistical and financial data and information relating to The Depository Trust Company, New York, New York, and its book-entry system contained therein and incorporated therein by reference, as to which no view need be expressed) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (f) Agency Certificate. A certificate of the Agency, dated the date of the Closing, signed on behalf of the Agency by the Executive Director or other duly authorized officer of the Agency to the effect that: (i) The representations, warranties and covenants of the Agency contained herein are true and correct in all material respects on and as of the date of the Closing as if made on the date of the Closing and the Agency has complied with all of the terms and conditions of this Purchase Contract required to be complied with by the Agency at or prior to the date of the Closing. -8-