|
in equity before or by any court, public board or body, pending or threatened against or affecting
<br />the existence of the City, to restrain or enjoin the application of the City's funds as described in
<br />the Official Statement or in any way contesting or affecting the validity of any of the City
<br />Agreements wherein an unfavorable decision, ruling or finding would adversely affect the
<br />validity and enforceability of the City's obligations hereunder or under any of the other City
<br />Agreements; and (v) the representations and warranties of the City as set forth in the City
<br />Agreements are, as to all matters of law and after reasonable investigation, true and accurate on
<br />and as of the Closing Date as though made on such date, and such representation and warranties
<br />are, as to all other matters, true and accurate to the best knowledge and belief of such counsel on
<br />and as of the Closing Date as though made on such date, except that the City Attorney shall not
<br />be required to render any opinion regarding the financial condition of the City;
<br />(6) Opinion ofDisclosure Counsel The opinion of Jones Hall, A Professional Law
<br />Corporation, as Disclosure Counsel ("Disclosure Counsel"), addressed to the City and the
<br />Underwriters and dated the Closing Date, substantially to the effect that, based upon the
<br />information made available to them in connection with the preparation of the Official Statement,
<br />and without passing on and without assuming any responsibility for the accuracy, completeness
<br />and fairness of the statements in the Official Statement, and having made no independent
<br />investigation or verification thereof, Disclosure Counsel has reviewed certain documents and has
<br />participated in conferences in which the contents of the Official Statement and related matters
<br />were discussed, and, during the course of its work on this matter, no facts have come to its
<br />attention that would lead it to believe that the Official Statement (except for any CUSIP numbers;
<br />financial, statistical and demographic data and forecasts; numbers, estimates, assumptions and
<br />expressions of opinion; information concerning DTC and its book -entry only system; or
<br />contained or incorporated by reference in the Official Statement and the appendices thereto, as to
<br />which no opinion need be expressed) as of the date of the Official Statement or the Closing Date
<br />contains any untrue statement of a material fact or omits to state any material fact necessary in
<br />order to make the statements therein, in the light of the circumstances under which they were
<br />made, not misleading;
<br />(7) Opinion of Underwriters' Counsel An opinion of Underwriters' Counsel
<br />addressed to the Underwriters and dated the Closing Date to the effect that based upon the
<br />information made available to them in the course of their participation in the preparation of the
<br />Official Statement and without passing on and without assuming any responsibility for the
<br />accuracy, completeness and fairness of the statements in the Official Statement, and having made
<br />no independent investigation or verification thereof, no facts have come to their attention that
<br />lead them to believe that, as of the Closing Date, the Official Statement (except for any CUSIP
<br />numbers, financial, statistical, economic, engineering or demographic data or forecasts, numbers,
<br />charts, tables, graphs, estimates, projections, assumptions or expressions of opinion, any
<br />information concerning valuation, appraisals, real estate or environmental matters, the appendices
<br />or any information regarding the book -entry only system, DTC as to which no opinion or view
<br />need be expressed) contains any untrue statement of a material fact or omits to state any material
<br />fact required to be stated therein or necessary to make the statements therein, in the light of the
<br />circumstances under which they were made, not misleading, that the Bonds are exempt from
<br />registration under the Securities Act of 1933, as amended; the Indenture is exempt from
<br />qualification pursuant to the Trust Indenture Act of 1939, as amended; and the Continuing
<br />Disclosure Certificate provides a suitable basis for each Underwriter, in connection with the
<br />Offering (as defined in Rule 15c2 -12) of the Bonds to make a reasonable determination as
<br />required by section (b)(5) of such Rule;
<br />074 - 11022 \bpa -3 10
<br />
|