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or contesting the powers of the City to enter into <br /> the City Documents or the JPA Agreement; (iii) <br /> which may result in any material adverse change to <br /> the financial condition of the City or to its <br /> ability to pay the Base Rental payments when due; <br /> or (iv) contesting the completeness or accuracy of <br /> the Preliminary Official Statement or the Official <br /> Statement or any supplement or amendment thereto <br /> or asserting that the Preliminary Official <br /> Statement or the Official Statement contained any <br /> untrue statement of a material fact or omitted to <br /> state any material fact required to be stated <br /> therein or necessary to make the statements <br /> therein, in the light of the circumstances under <br /> which they were made, not misleading; provided, <br /> however, that no opinion need be given as to <br /> information contained under the caption "BOND <br /> INSURANCE" or in Appendix F thereto, and there is <br /> no basis for any action, suit, proceeding, inquiry <br /> or investigation of the nature described in <br /> clauses (i) through (iv) of this sentence; and <br /> (ix) Nothing has come to such counsel's <br /> attention which would lead such counsel to believe <br /> that the Official Statement (excluding therefrom <br /> the financial and statistical data and forecasts <br /> included therein, information relating to the <br /> Insurer and the Policy as to which no opinion need <br /> be expressed) contains any untrue statement of a <br /> material fact or omits to state a material fact <br /> necessary to make the statements therein, in the <br /> light of the circumstances under which they were <br /> made, not misleading. <br /> (5) Trustee Counsel Opinion. The opinion of <br /> counsel to the Trustee, dated the date of the Closing, <br /> addressed to the Representative, to the effect that : <br /> (i) The Trustee is a banking corporation, <br /> duly organized and validly existing under the laws <br /> of the State of California, having full corporate <br /> power to undertake the trust created under the <br /> Indenture and to enter into the Assignment <br /> Agreement (the "Trustee Documents") ; <br /> (ii) The Trustee Documents have been duly <br /> authorized, executed and delivered by the Trustee <br /> and, assuming due authorization, execution and <br /> delivery by the other parties thereto, the Trustee <br /> Documents constitute the valid and binding <br /> obligations of the Trustee enforceable in <br /> accordance with their respective terms, except as <br /> enforcement thereof may be limited by bankruptcy, <br /> 22 <br />