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Smith Barney Shearson Inc. , as representative March 23 , 1994 Page 2 Based on and subject to the foregoing, we are of the opinion that the Bonds are exempt from registration under the Securities Act of 1933 , as amended and that the Indenture, dated as of March 1, 1994 , by and between the Authority and Meridian Trust Company of California, as trustee, is exempt from qualification under the Trust Indenture Act of 1939, as amended. Without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement, dated March 8, 1994 relating to the Bonds (the "Official Statement") , we cannot make any representation to you concerning the accuracy, completeness or fairness of such statements, but based upon the information made available to us in the course of our participation in the preparation of the Official Statement, as counsel to the Representative, nothing has come to our attention to lead us to believe that the Official Statement (excluding therefrom the reports, financial and statistical data and forecasts therein and information relating to The Depository Trust Company and its book-entry system, information relating to Municipal Bond Investors Assurance Corporation and the municipal bond insurance policy provided thereby as to which we express no opinion) as of the date hereof contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. This opinion is furnished by us to you solely for your benefit and we are not assuming any professional responsibility to any other person whomsoever. This opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose . Respectfully submitted, ,cvkvk. £. L,Ocrec9- 2