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UITUYNHITERITO
<br />FORM OF OPINION OF BOND COUNSEL
<br />(Closing Date)
<br />City of Santa Ana
<br />1515 Sixth Street
<br />Santa Ana, California 92236
<br />Re: $ City of Santa Ana Gas Tax Revenue Refunding Bonds, Series 2019
<br />Ladies and Gentlemen:
<br />We have reviewed the Constitution and the laws of the State of California and certain proceedings taken
<br />by the City of Santa Ana (the "City') in connection with the issuance by the City of its $ Gas Tax
<br />Revenue Refunding Bonds, Series 2019 (the `Bonds'). The Bonds have been issued under that certain Indenture
<br />of Trust, dated as of December 1, 2019 (the "Indenture'), by and between the City and U.S. Bank National
<br />Association, as trustee and pursuant to the provisions of Articles 10 and 11 of Chapter 3 of Part 1 of Division 2 of
<br />Title 5 of the California Government Code, commencing with Section 53570 et seq. and Section 53580 et seq.
<br />(the "Refunding Law'). The City Council adopted its resolution approving the issuance of the Bonds on
<br />2019 (the "Resolution'). The proceeds of the Bonds have been applied by the City to refinance
<br />certain street improvements.
<br />In such connection, we have reviewed the Indenture, the tax certificate of the City for the Bonds dated the
<br />date hereof (the "Tax Certificate'), certificates of the City and others, and such other documents, opinions and
<br />matters to the extent we deemed necessary to render the opinions set forth herein.
<br />The opinions expressed herein are based on an analysis of existing laws, regulations, rulings and court
<br />decisions, including the default judgment rendered on November 16, 2007, in the Superior Court of the County
<br />of Orange in the action entitled City of Santa Ana and the Santa Ana FinancingAuthority v. All Persons Interested
<br />in the Matter, Case No. 07CCO9172 and cover certain matters not directly addressed by such authorities. Such
<br />opinions may be affected by actions taken or omitted or events occurring after the date hereof. We have not
<br />undertaken to determine, or to inform any person, whether any such actions are taken or omitted or events do
<br />occur or any other events come to our attention after the date hereof. Accordingly, this opinion speaks only as of
<br />its date and is not intended to, and may not, be relied upon in connection with any such actions, events or matters.
<br />Our engagement with respect to the Bonds has concluded with their issuance, and we disclaim any obligation to
<br />update this letter. We have assumed the genuineness of all documents and signatures presented to us (whether as
<br />originals or as copies) and the due and legal execution and delivery thereof by, and validity against, any parties
<br />other than the City. We have assumed, without undertaking to verify, the accuracy of the factual matters
<br />represented, warranted or certified in the documents, and of the legal conclusions contained in the opinions,
<br />referred to in the second paragraph hereof. Furthermore, we have assumed compliance with all covenants and
<br />agreements contained in the Indenture and the Tax Certificate, including (without limitation) covenants and
<br />agreements compliance with which is necessary to ensure that future actions, omissions or events will not cause
<br />interest on the Bonds to be included in gross income for federal income tax purposes. We call attention to the fact
<br />that the rights and obligations under the Bonds, the Indenture and the Tax Certificate and their enforceability may
<br />be subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other
<br />laws relating to or affecting creditors' rights, to the application of equitable principles, to the exercise of judicial
<br />discretion in appropriate cases, and to the limitations on legal remedies against cities and their subordinate entities
<br />in the State of California. We express no opinion with respect to any indemnification, contribution, penalty,
<br />choice of law, choice of forum, choice of venue, waiver or severability provisions contained in the documents
<br />mentioned in the preceding sentence. Finally, we undertake no responsibility for the accuracy, completeness or
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