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Statement, together with a letter from such counsel, <br /> dated the date of the Closing and addressed to the <br /> Representative, to the effect that the foregoing <br /> opinion addressed to the Authority may be relied upon <br /> by the Underwriters to the same extent as if such <br /> opinion were addressed to it. <br /> (2) Supplemental Opinion. A supplemental opinion <br /> or opinions of Bond Counsel addressed to the <br /> Representative, in form and substance acceptable to the <br /> Representative, and dated the date of the Closing <br /> substantially to the following effect: <br /> (i) The Purchase Contract, the Ground Lease <br /> and the Lease have been duly authorized, executed <br /> and delivered by the Authority and the City and <br /> constitute valid and binding agreements of the <br /> Authority and the City enforceable in accordance <br /> with their respective terms, except as enforcement <br /> thereof may be limited by bankruptcy, insolvency <br /> or other laws affecting the enforcement of <br /> creditors' rights and by the application of <br /> equitable principles if equitable remedies are <br /> sought; provided however, that no opinion need be <br /> expressed with respect to the effect of Section <br /> 1307 of the Charter on the Ground Lease; and <br /> (ii) The statements contained in the Official <br /> Statement on the cover page and under the captions <br /> "INTRODUCTION, " "THE BONDS, " "SECURITY FOR THE <br /> BONDS, " and "TAX MATTERS" and in Appendix A <br /> thereto, insofar as such statements summarize <br /> certain provisions of the Bonds, the Indenture, <br /> the Ground Lease, the Lease, the Assignment <br /> Agreement and federal and State of California tax <br /> matters relating to the Bonds, are accurate in all <br /> material respects. <br /> (3) Authority Counsel Opinion. An opinion of the <br /> City Attorney of the City as counsel to the Authority, <br /> dated the date of the Closing and addressed to the <br /> Representative, in form and substance acceptable to the <br /> Representative substantially to the following effect : <br /> (i) The Authority is a joint exercise of <br /> powers agency duly organized and validly existing <br /> under the constitution and the laws of the State <br /> with full right, power and authority to execute, <br /> deliver and perform its obligations under the <br /> Authority Documents and to carry out and <br /> consummate the transactions contemplated by the <br /> Authority Documents, the JPA Agreement and the <br /> Official Statement; <br /> 16 <br />