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of the United States of America, having the full power and qualified to enter into and perform its
<br />duties under the hidentureand the Escrow Agreement; (ii) the execution and delivery of the
<br />Indenture and the Escrow Agreement and compliance therewith, will not conflict with or constitute
<br />a breach by it of or default under any law, administrative regulation, judgment, decree, loan
<br />agreement, indenture, bond, note, resolution, agreement or other instrument to which it is a party
<br />or is otherwise subject; and (iii) it has not been served with any action, suit, proceeding, inquiry or
<br />investigation, at law or in equity, before or by any court, governmental agency, public board or
<br />body, nor is any such action, to the best of such official's knowledge after reasonable investigation,
<br />threatened against it, affecting its existence, the titles of its officers to their respective offices, or
<br />contesting or affecting the validity or enforceability of the Indenture or the Escrow Agreement, or
<br />contesting its power or authority to enter into, adopt or perform its obligations under the foregoing,
<br />wherein an unfavorable decision, ruling or fmding would materially adversely affect the validity or
<br />enforceability of the Indenture or the Escrow Agreement;
<br />(7) A certified copy of the general resolution of by-laws of the Trustee authorizing
<br />the execution and delivery of the Indenture;
<br />(8) an opinion of the City Attorney of the City addressed to the Underwriter
<br />substantially in the form attached hereto as Exhibit C;
<br />(9) an opinion of Bond Counsel, in substantially the form set forth in Appendix D
<br />to the Official Statement and a letter of such counsel in the customary form, dated the Closing Date
<br />and addressed to the Underwriter, to the effect that such opinion may be relied upon by the
<br />Underwriter to the same extent as if such opinion were addressed to it;
<br />(10) a supplemental opinion of Bond Counsel, addressed to the City and the
<br />Underwriter, dated the Closing Date, to the effect that:
<br />(A) This Purchase Agreement has been duly executed and delivered by the City and
<br />is a legal, valid and binding obligation of the City, subject to laws relating to
<br />bankruptcy, insolvency, reorganization or creditors' rights generally, to the
<br />application of equitable principles, the exercise of judicial discretion and the
<br />limitations on legal remedies against public entities in the State;
<br />(B) The statements contained in the Preliminary Official Statement and the Official
<br />Statement as of their respective dates and as of the Closing Date in the captions
<br />entitled "INTRODUCTION", ` FIIE BONDS" (other than the information
<br />concerning DTC and the book -entry system), "SECURITY FOR THE BONDS,"
<br />"TAX MATTERS," "APPENDIX A — SUMMARY OF CERTAIN
<br />PROVISIONS OF THE INDENTURE," and "APPENDIX D — FORM OF
<br />BOND COUNSEL OPINION" insofar as such statements expressly summarize
<br />certain provisions of the Indenture and the form and content of such counsel's
<br />opinion attached as Appendix D to the Official Statement, are accurate in all
<br />material respects; and
<br />(C) The Bonds are not subject to the registration requirements of the Securities Act
<br />of 1933, as amended (the "1933 Act') and the Indenture is exempt from
<br />qualification pursuant to the Trust Indenture Act of 1939, as amended (the "Trust
<br />Indenture Act");
<br />55A�137
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