|
10
<br />accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy,
<br />insolvency or other laws affecting enforcement of creditors rights and by the application of equitable
<br />principles if equitable remedies are sought;
<br />(D)The information in the Official Statement (excluding
<br />therefrom financial statements and other statistical data included in the Official Statement and the
<br />information relating to DTC and its book-entry only system, [and the information relating to the
<br />reserve fund surety bonds and the municipal bond insurers contained therein,] as to which we
<br />express no view) does not contain any untrue statement of a material fact or omit to state a material
<br />fact required to be stated therein or necessary to make the statements therein, in light of the
<br />circumstances under which they were made, not misleading; and
<br />(E)Except as otherwise disclosed in the Official Statement and to
<br />the best knowledge of such counsel, there is no litigation, proceeding, action, suit, or investigation at
<br />law or in equity before or by any court, governmental agency or body, pending and notice of which
<br />has been received by the Agency or threatened against the Agency, challenging the creation,
<br />organization or existence of the Agency, or the validity of the AgencyDocuments or seeking to
<br />restrain or enjoin the repayment of the Bonds or in any way contesting or affecting the validity of the
<br />AgencyDocuments or contesting the authority of the Agencyto enter into or perform its obligations
<br />under any of the AgencyDocuments, or which, in any manner, questions the right of the Agencyto
<br />use the [Tax Revenues]for repayment of the Bonds or affects in any manner the right or ability of
<br />the Agencyto collect or pledge the [Tax Revenues]from the [Project Area](as defined in the
<br />Official Statement).
<br />(v)Disclosure Counsel Opinion. An opinion of Jones Hall, A
<br />Professional Law Corporation, as Disclosure Counsel, dated the Closing Date and addressed to the
<br />Agencyand the Underwriter, to the effect that, based on the information made available to it in its
<br />role as Disclosure Counsel to the Agency, without having undertaken to determine independently the
<br />accuracy, completeness or fairness of the statements contained in the Official Statement, but on the
<br />basis of their participation in conferences with the Underwriter, the Agency, legal counsel to the
<br />Agency and others, and their examination of certain documents, no information has come to the
<br />attention of the attorneys in the firm rendering legal services in connection with the issuance of the
<br />Bonds which would lead them to believe that the Official Statement as of its date and as of the
<br />Closing Date contained any untrue statement of a material fact or omitted to state any material fact
<br />necessary to make the statements therein, in light of the circumstances under which they were made,
<br />not misleading (except that no opinion or belief need be expressed as to the Appendices to the
<br />Official Statement; financial, engineering, and demographic data or statistical forecasts, projections,
<br />estimates, assumptions and expressions of opinions; information about the book-entry only system
<br />and The Depository Trust Company; and statements relating to the treatment of the Bonds or the
<br />interest, discount or premium related thereto for tax purposes under the law of any jurisdiction
<br />contained in the Official Statement);
<br />(vi)Underwriter’s CounselOpinion. An opinion of Stradling Yocca
<br />Carlson & Rauth, A Professional Corporation, as counsel to the Underwriter, dated the Closing Date
<br />and addressed to the Underwriter, to the effect that, based on the information made available to it in
<br />its role as counsel to the Underwriter, without having undertaken to determine independently the
<br />accuracy, completeness or fairness of the statements contained in the Official Statement, but on the
<br />basis of their participation in conferences with the Underwriter, Bond Counsel, the Agency, legal
|