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<br />C–1 <br /> <br />APPENDIX C <br />FORM OF OPINION OF BOND COUNSEL <br /> <br />________, 2016 <br /> <br /> <br />Board of Directors <br />San Leandro Public Financing Authority <br />835 E. 14th Street <br />San Leandro, California 94577 <br /> <br />OPINION: $_________ San Leandro Public Financing Authority <br />2016 Refunding Lease Revenue Bonds <br /> <br />Ladies and Gentlemen: <br /> <br />We have acted as bond counsel to the San Leandro Public Financing Authority (the <br />“Authority”) in connection with the issuance by the Authority of the above–captioned bonds <br />dated the date hereof (the “Bonds”). In such capacity, we have examined such law and such <br />certified proceedings, certifications, and other documents as we have deemed necessary to <br />render this opinion. <br /> <br />The Bonds are issued pursuant to (i) Article 4 of Chapter 5, Division 7, Title 1 of the <br />Government Code of the State of California, commencing with Section 6584 of said Code (the <br />“Bond Law”), (ii) the Indenture of Trust (the “Indenture”), dated as of December 1, 2016, by and <br />between the Authority and U.S. Bank National Association, as trustee (the “Trustee”), (iii) a <br />resolution adopted by the Board of Directors (the “Board”) of the Authority on October 17, 2016 <br />(the “Authority Resolution”), and (iv) a resolution adopted by the City Council (the “City Council”) <br />of the City of San Leandro (the “City”) on October 17, 2016 (the “City Resolution”). Under the <br />Indenture, the Authority has pledged certain revenues (the “Revenues”) for the payment of <br />principal, premium (if any), and interest on the Bonds when due, including lease payments to be <br />made by the City pursuant to a Lease Agreement, dated as of December 1, 2016, between the <br />City and the Authority (the “Lease”). <br /> <br />Regarding questions of fact material to our opinion, we have relied on representations of <br />the Authority contained in the Indenture and the City contained in the Lease, and in the certified <br />proceedings and other certifications of public officials furnished to us, without undertaking to <br />verify the same by independent investigation. <br /> <br />Based on the foregoing, we are of the opinion that, under existing law: <br /> <br />1. The Authority is a duly created and validly existing joint exercise of powers authority <br />with the power to adopt the Authority Resolution, to enter into the Indenture, and to perform the <br />agreements on its part contained therein, and issue the Bonds. <br /> <br />2. The City is a charter city and municipal corporation duly organized and existing under <br />the Constitution and laws of the State of California, with power to adopt the City Resolution, to <br />enter into the Lease, and to perform the agreements on its part contained therein. <br />