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(11) an opinion of Best Best and Krieger LLP, addressed to the City and the Underwriter to the effect that: Based upon the information made available to them in the course of their participation in the preparation of the Preliminary Official Statement and the Official Statement and without passing on and without assuming any responsibility for the accuracy, completeness and fairness of the statements in the Preliminary Official Statement and the Official Statement, and having made no independent investigation or verification thereof, nothing has come to the attention of the attorneys in the firm rendering legal services in connection with the Bonds which would lead them to believe that the Preliminary Official Statement as of its date, and the Official Statement, as of its date and as of the Closing Date (excluding therefrom any information in the Preliminary Official Statement and the Official Statement relating to DTC, the operation of the book -entry system, information regarding financial or statistical data or projections or estimates or expressions of opinion included in the Preliminary Official Statement and the Official Statement and the appendices thereto, as to which no opinion need be expressed) contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (12) an opinion of Curls Battling P.C., Underwriter's Counsel ("Underwriter's Counsel"), dated the Closing Date and addressed to the Underwriter in form and substance acceptable to the Underwriter; (13) an opinion of counsel to the Trustee, dated the Closing Date and addressed to the Underwriter and the City, in a form acceptable to the Underwriter's Counsel and Bond Counsel; (14) Tax Certificate of the City, executed by the City, in form and substance acceptable to Bond Counsel and the Underwriter, setting forth, among other things, the use of proceeds of the Bonds, and sufficient facts, estimates and circumstances (including covenants of and by the City) in existence on the Closing Date, to support the conclusion that (i) it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, and the regulations, temporary regulations and proposed regulations promulgated with respect thereto, and (ii) to the best knowledge of the City, there are no other facts, estimates, or circumstances that would materially affect such expectations; (15) evidence of required filings with the California Debt and Investment Advisory Commission; (16) the Blue Sky Memorandum with respect to the Bonds prepared by Underwriter's Counsel; (17) a copy of the Blanket Letter of Representation to DTC relating to the City; (18) evidence satisfactory to the Underwriter that. Standard & Poor's Global Ratings. has assigned ratings to the Bonds set forth in the Preliminary Official Statement and that all such ratings are in full force and effect as of the Closing date; (19) [the executed Surety Bond issued by the Insurer, in form and substance acceptable to the Underwriter]; 5513 138