10B Action 2009 1221 - Laserfiche WebLink

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RATI N G Standard ~ Poor's Ratings Services, a division of the McGraw-Hill Companies, Inc. ("S&P") has assigned the 2010 Bonds the rating of " ". Such rating expresses only the view of the rating agency and is not a recommendation to buy, sell or hold the 2010 Bonds. There is no assurance that such rating will continue for any given period of time or that it will not be revised, either downward or upward, or withdrawn entirely by the rating agency if in its judgment circumstances so warrant. Any such downward revision or withdrawal may have an adverse effect on the market price of the 2010 Bonds. TAX MATTERS Federal Tax Status. Interest on the 2010 Bonds is included in gross income for federal income tax purposes. California State Tax Status. In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, interest on the 2010 Bonds is exempt from California personal income taxes. Form of Bond Counsel Opinion. Bond Counsel expects to deliver an opinion at the time of issuance of the 2010 Bonds in substantially the same form set forth in Appendix E hereto. Other Tax Considerations. Owners of the 2010 Bonds should also be aware that the ownership or disposition of, or the accrual or receipt of interest on, the 2010 Bonds may have federal or state tax consequences other than as described above. Bond Counsel expresses no opinion regarding any federal or state tax consequences arising with respect to the 2010 Bonds other than as expressly described above. CERTAIN LEGAL MATTERS The legal opinion of Bond Counsel, approving the validity of the 2010 Bonds, in substantially the form attached hereto as Appendix E, will be made available to purchasers at the time of original delivery of the 2010 Bonds, and a copy thereof will be printed on each 2010 Bond. Bond Counsel will, as Disclosure Counsel, also deliver a disclosure letter to the Agency and the Underwriter regarding the contents of this Official Statement. Certain matters will be passed upon for the Agency by the Meyers Nave, Oakland, California, as Agency Counsel. UNDERWRITING [The 2010 Bonds [were sold under a competitive sale, and were awarded to as the Underwriter / have been purchased by as the Underwriter. Pursuant to a purchase agreement by and between the Underwriter and the Agency (the "Purchase Agreement"), the Underwriter has agreed to purchase the 2010 Bonds from the Agency] at a purchase price of $ , which represents the aggregate principal amount of the 2010 Bonds, less an underwriter's discount of $ and plus an original issue premium of $ .The Underwriter is committed to purchase all of the 2010 Bonds if any are purchased. -54-