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the firm who have rendered legal services in connection with the representation described in the introductory paragraph of this opinion letter. However, we have not undertaken any independent investigation or inquiry to determine the accuracy of such statement other than inquiry of officials of the Successor Agency. Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we are of the following opinions or conclusions: 1. The Successor Agency is a public entity, duly organized and validly existing under and by virtue of the Constitution and the laws of the State. 2. The Successor Agency has full legal power and lawful authority to enter into the Successor Agency Agreements. 3. Each of (i) Successor Agency Resolution approving and authorizing the execution and delivery of the Successor Agency Agreements and (ii) the Successor Agency POS Resolution approving the Preliminary Official Statement and Purchase Agreement was duly adopted at a meeting of the Agency which was called and held on, respectively, , 2018, and 2018, pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and each of the Successor Agency Resolution and the Successor Agency POS Resolution is in full force and effect and has not been modified, amended or rescinded. 4. To the best of our knowledge, the authorization, execution and delivery of the Successor Agency Agreements by the Successor Agency and compliance with the provisions thereof by the Successor Agency of its obligations thereunder, will not conflict with, or constitute a breach or default under, in any material respect, any law, administrative regulation, court decree, resolution, ordinance or other agreement to which the Successor Agency is subject or by which it is bound. 5. To our current actual knowledge, except as otherwise disclosed in the Official Statement, there is no litigation pending (having been served) or overtly threatened in writing against the Successor Agency that (a) challenges the right or title of any member or officer of the Successor Agency to hold his or her respective office or exercise or perform the powers and duties pertaining thereto; (b) challenges the validity or enforceability of the Bonds or the Successor Agency Agreements; (c) seeks to restrain or enjoin the issuance and sale of the Bonds, the adoption or effectiveness of the Successor Agency Resolution and the Indenture, or the execution and delivery by the Successor Agency of, or the performance by the Successor Agency of its obligations under the Bonds or the Successor Agency Agreements; or (d) if determined adversely to the Successor Agency or its interests, would have a material and adverse effect upon availability of Tax Revenues to pay the debt service on the Bonds, or which, in any manner, questions the right of the Successor Agency to enter into, and perform its obligations under, the Successor Agency Agreements. 6. The Successor Agency Agreements have been duly authorized, executed and delivered by the Successor Agency and are valid, legal and binding agreements of the Successor Agency, enforceable in accordance with its respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights in general and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). Our opinions are subject to the following qualifications C-2 SA -3-117