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EXIT BIT C FORM OF CITY ATTORNEY OPINION Samuel A. Ramirez & Co., Inc. Los Angeles, California Successor Agency to the Former Community Redevelopment Agency of the City of Santa Ana Santa Ana, California Re: Successor Agency to the Former Community Redevelopment Agency of the City of Santa Ana Tax Allocation Refunding Bonds Series 2018A (Tax Exempt) and Series 2018B (Federally Taxable) Ladies and Gentlemen: We serve as City Attorney to the City of Santa Ana and counsel to the Successor Agency to the former Community Redevelopment Agency of the City of Santa Ana (the "Successor Agency"). This letter is addressed to you pursuant to Section 8(d)(vi) of the Bond Purchase Agreement dated 2018 (the "Purchase Agreement"), between Samuel A. Ramirez & Co., Inc., as underwriter (the "Underwriter") and the Successor Agency, providing for the purchase of $ principal amount of the above -captioned bonds (collectively, the "Bonds"). We have been furnished with and have examined copies of the (i) Resolution No. adopted by the Successor Agency on , 2018 (the "Successor Agency Resolution"); (ii) Resolution No. , adopted by the Successor Agency on , 2018 (the "Successor Agency POS Resolution"); (iii) the Indenture, dated as of 1, 2018 (the "Indenture"), between the Successor Agency and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"); (iv) the Continuing Disclosure Certificate, dated , 2018 (the "Continuing Disclosure Certificate") executed by the Successor Agency; the Escrow Agreement, dated as of 1, 2018 by and between the Successor Agency and The Bank of New York Mellon Trust Company, N.A.; and (v) the Purchase Agreement. The Indenture, Continuing Disclosure Certificate, Purchase Agreement, and Escrow Agreement are collectively referred to herein as the "Successor Agency Agreements." All capitalized terms used herein and not otherwise defined shall have the meanings given to such terms as set forth in the Indenture, or if not defined in the Indenture, in the Purchase Agreement. We have examined the law and such certified proceedings and other documents as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon the representations of the Successor Agency contained in the Indenture and the certified proceedings and other certifications of public officials furnished to us. In the course of our representation, nothing has come to our attention that caused us to believe that any of the factual representations upon which we have relied are untrue, but we have made no other factual investigations. When used herein, the phrase "to our current actual knowledge" means that, during the course of our representation of the Successor Agency, no information that would give us current actual knowledge of the inaccuracy of such statement has come to the attention of those attorneys in C-1 SA -3-116