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9 <br />(B)The statements contained in the Official Statement pertaining <br />to the Bonds under the captions “INTRODUCTION,” “PLAN OF REFUNDING,” “2014BONDS,” <br />“SECURITY AND SOURCES OF PAYMENT FOR THE 2014BONDS,” “CONCLUDING <br />INFORMATION —Tax Matters,” “APPENDIXD—SUMMARY OF CERTAIN PROVISIONS <br />OF THE INDENTURE” and “APPENDIXE—FORM OF BOND COUNSEL OPINION” <br />excluding any material that may be treated as included under such captions and appendices by cross- <br />reference, insofar as such statements expressly summarize certain provisions of the Bonds, the <br />Indenture, the Refunding Instructionsand such counsel’s finalopinion concerning certain federal tax <br />matters relating to the Bonds, are accurate in all material respects;[caption names to be confirmed] <br />(C)The Bonds are not subject to registration requirements of the <br />Securities Act of 1933, as amended, and the Indenture is exempt from qualification as an indenture <br />under the Trust Indenture Act of 1939, as amended; <br />(D)The RefundedBondsare no longer outstanding and have been <br />legally defeased; and <br />(E)The Agency Documents have been duly authorized, executed <br />and delivered by theAgency and constitute valid, legal and binding agreements of the Agency <br />enforceable in accordance with their respective terms, except as such enforceability may be limited <br />by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles <br />relating to or affecting creditors’ rights generally, or by the exercise of judicial discretion and the <br />limitations on legal remedies against governmental entities in the State of California; <br />(iii)Oversight BoardDocuments. <br />(A)A certified copy of the Oversight Board Resolution; and <br />(B)A certificate of the Clerk of the Oversight Boardto the effect <br />that the Oversight Board Resolution is in full force and effect and has not been modified, amended, <br />rescinded or repealed since the date of its adoption; <br />(iv)AgencyCounsel Opinion. An opinion of the legal counsel to the <br />Agency, dated the date of the Closing and addressed to the Underwriter, in form and substance <br />acceptable to Bond Counsel and the Underwriter, substantially to the following effect (and including <br />such additional matters as may be reasonably required by Bond Counsel or the Underwriter): <br />(A)The Agencyis a public entityvalidly existing under the laws <br />of the State of California; <br />(B)The AgencyResolution approving and authorizing the <br />execution and delivery of the AgencyDocuments and approving the Official Statement have been <br />duly adopted, and the AgencyResolutionisin full force and effect and hasnot been modified, <br />amended, rescinded or repealed since the date of itsadoption; <br />(C)The Agency Documents have been duly authorized, executed <br />and delivered by the Agency and, assuming due authorization, execution and delivery by the other <br />parties thereto, constitute the valid, legal and binding obligations of the Agency enforceable in