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<br />C–2 <br /> <br />3. The Indenture has been duly authorized, executed and delivered by the Authority, <br />and constitutes a valid and binding obligation of the Authority, enforceable against the Authority. <br /> <br />4. The Lease has been duly authorized, executed and delivered by the Authority and <br />the City, and constitutes a valid and binding obligation of the Authority and the City, enforceable <br />against the Authority and the City. <br /> <br />5. The Indenture creates a valid lien on the Revenues and other funds pledged by the <br />Indenture for the security of the Bonds. <br /> <br />6. The Bonds have been duly authorized and executed by the Authority, and are valid <br />and binding limited obligations of the Authority, payable solely from the Revenues and other <br />funds provided therefor in the Indenture. <br /> <br />7. Interest on the Bonds is excludable from gross income for federal income tax <br />purposes and is not an item of tax preference for purposes of the federal alternative minimum <br />tax imposed on individuals and corporations; it should be noted, however, that for the purpose <br />of computing the alternative minimum tax imposed on corporations (as defined for federal <br />income tax purposes), such interest is taken into account in determining certain income and <br />earnings. The opinions set forth in the preceding sentence are subject to the condition that the <br />Authority and the City comply with all requirements of the Internal Revenue Code of 1986 that <br />must be satisfied subsequent to the delivery of the Bonds in order that such interest be, or <br />continue to be, excluded from gross income for federal income tax purposes. The Authority and <br />the City have covenanted to comply with each such requirement. Failure to comply with certain <br />of such requirements may cause the inclusion of interest on the Bonds in gross income for <br />federal income tax purposes to be retroactive to the date of issuance of the Bonds. We express <br />no opinion regarding other federal tax consequences arising with respect to the Bonds. <br /> <br />8. Interest on the Bonds is exempt from personal income taxation imposed by the State <br />of California. <br /> <br />The rights of the owners of the Bonds and the enforceability of the Bonds and the <br />Indenture are limited by bankruptcy, insolvency, reorganization, moratorium and other similar <br />laws affecting creditors’ rights generally, and by equitable principles, whether considered at law <br />or in equity. <br /> <br />This opinion is given as of the date hereof, and we assume no obligation to revise or <br />supplement this opinion to reflect any facts or circumstances that may hereafter come to our <br />attention, or any changes in law that may hereafter occur. Our engagement with respect to this <br />matter has terminated as of the date hereof. <br /> <br />Respectfully submitted, <br /> <br /> <br /> <br />A Professional Law Corporation