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Smith Barney Shearson Inc. , <br /> as representative <br /> Municipal Bond Investors Assurance Corporation <br /> Orrick, Herrington & Sutcliffe <br /> March 23 , 1994 <br /> Page 2 <br /> to us, without undertaking to verify such facts by independent <br /> investigation. <br /> Based upon our examination, we are of the opinion, as of <br /> the date hereof, that: <br /> (i) The City is .a municipal corporation duly <br /> organized and existing under the Constitution and laws of the <br /> State of California with full right, power and authority to <br /> execute, deliver and perform its obligations under the City <br /> Documents and the JPA Agreement and to carry out and <br /> consummate the transactions contemplated by the City <br /> Documents, the JPA Agreement and the Official Statement; <br /> (ii) By all necessary official action of the City, <br /> the City has duly authorized and approved the execution and <br /> delivery of, and the performance by the City of the <br /> obligations contained in the City Documents and the JPA <br /> Agreement and the City Documents and the JPA Agreement <br /> constitute the legally valid and binding obligations of the <br /> City and the Redevelopment Agency, as the case may be, <br /> enforceable against the Authority in accordance with their <br /> respective terms; <br /> (iii) The City Resolution has been duly adopted <br /> at a meeting of the governing body of the City, which was <br /> called and held pursuant to law and with all public notice <br /> required by law and at which a quorum was present and acting <br /> throughout and the resolution is in full force and effect and <br /> has not been modified, amended or rescinded; <br /> (iv) The City is not in default, nor has it been in <br /> default, as to principal or interest with respect to an <br /> obligation issued or incurred by the City, and the City is not <br /> and will not, in any manner which would materially adversely <br /> affect the transactions contemplated by the City Documents or <br /> the JPA Agreement, be in breach of or in default under any <br /> applicable constitutional provision, law, Charter provision <br /> (including, but not limited to, Section 1307 thereof) or <br /> administrative rule or regulation of the State or the United <br /> States of America, or any applicable judgment or decree or any <br /> trust agreement, loan agreement, bond, note, resolution, <br /> ordinance, agreement or other instrument to which the City is <br /> a party or is otherwise subject, and no event has occurred and <br /> is continuing which, with the passage of time or the giving of <br /> notice, or both, would constitute, in any manner which would <br />