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LAW OFFICES <br /> BURKE, WILLIAMS & SORENSEN <br /> VENTURA COUNTY OFFICE 611 WEST SIXTH STREET,SUITE 2500 FRESNO OFFICE <br /> 2310 PONDEROSA DRIVE LOS ANGELES,CALIFORNIA 90017 7801 NORTH FRESNO STREET <br /> SUITE 1 SUITE 401 <br /> CAMARILLO,CALIFORNIA 03010 12131 236-0600 FRESNO,CALIFORNIA 93720-2038 <br /> 18061987-3488 1208)281-0103 <br /> ORANGE COUNTY OFFICE TELECOPIER: (2131 236-2700 BURKE,WILLIAMS,SORENSEN&GAM <br /> 3200 BRISTOL STREET LIOHTON PLAZA <br /> SUITE 840 7300 COLLEGE BOULEVARD <br /> COSTA MESA,CALIFORNIA 82828 SUITE 220 <br /> (7141 646-6660 OVERLAND PARK,KANSAS 88210 <br /> 1913)339-8200 <br /> March 23, 1994 <br /> City of Santa Ana <br /> Santa Ana Financing Authority <br /> 20 Civic Center Drive <br /> Santa Ana, California 92701 <br /> $107,399,438.50 <br /> Santa Ana Financing Authority <br /> Police Administration and Holding Facility <br /> Lease Revenue Bonds, Series 1994A <br /> Ladies and Gentlemen: <br /> We have acted as special counsel to Meridian Trust Company of California, in <br /> connection with its serving as Trustee (the "Trustee") under that certain Indenture of Trust dated <br /> as of March 1, 1994 (the "Indenture"), by and between Santa Ana Financing Authority (the <br /> "Authority") and the Trustee, relating to the captioned Bonds (the "Bonds"). Capitalized terms <br /> used herein and not otherwise defined shall have the meaning assigned to them in the Indenture <br /> unless as the context otherwise requires. Acceptance of this opinion by you shall conclusively <br /> operate as acknowledgment that this opinion letter addresses all of the specific legal issues that <br /> are to be dealt with in our opinions set forth herein. <br /> In rendering these opinions, we have examined and relied with your express <br /> permission upon such corporate records, original documents, including the Indenture and the <br /> Assignment Agreement (as defined below) and certificates of public officials and of the Trustee <br /> as we have deemed necessary for the purpose of rendering the opinions set forth below. We <br /> have assumed without independent investigation or verification (i) the genuineness of all <br /> signatures to all documents and other papers (other than the signatures of the Trustee to the <br /> Indenture and the Assignment Agreement), (ii) the authenticity of all documents submitted to us <br /> as originals, (iii) the conformity to original documents of all documents submitted to us as <br /> copies, (iv) other than for the Trustee's entry into the Indenture and the Assignment Agreement, <br /> each entity has the power to enter into and perform all its obligations thereunder, the due <br /> LAX:87219.1 <br />