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• O RRICK, HERRINGTON & SUTCLIFFE March 23, 1994 Smith Barney Shearson Inc. 333 South Grand Avenue, Fifty-First Floor Los Angeles, California 90071 Santa Ana Financing Authority Police Administration and Holding Facility Lease Revenue Bonds, Series 1994A (Supplemental Opinion) Ladies and Gentlemen: This letter is addressed to you, as representative of the Underwriters, pursuant to Section 7(e)(2) of the Purchase Contract, dated March 8, 1994 (the "Purchase Contract"), between you, the City of Santa Ana (the "City") and the Santa Ana Financing Authority (the "Issuer"), providing for the purchase of $107,399,432.50 aggregate principal amount of Santa Ana Financing Authority Police Administration and Holding Facility Lease Revenue Bonds, Series 1994A (the "Bonds"). The Bonds are being issued pursuant to an Indenture, dated as of March 1, 1994 (the "Indenture"), between the Issuer and Meridian Trust Company of California, as trustee (the "Trustee"). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Indenture or, if not defined in the Indenture, in the Purchase Contract. We have delivered our final legal opinion (the "Bond Opinion") as bond counsel concerning the validity of the Bonds and certain other matters, dated the date hereof and addressed to the Issuer. You may rely on such opinion as though the same were addressed to you. In connection with our role as bond counsel, we have reviewed the Purchase Contract, the Indenture, opinions of counsel to the Issuer and the City, certificates of the Issuer, the City, the Trustee and others, and such other documents, opinions and matters to the extent we deemed necessary to provide the opinions or conclusions set forth herein. The opinions or conclusions expressed herein are based on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. Such opinions may be affected by actions taken or omitted or events occurring after the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions are taken or omitted or events do occur. We have assumed the genuineness of all documents and signatures presented to us (whether as originals or as copies) LA1-70770.1 777 South Figueroa Street • Los Angeles, California 90017 Telephone 213 629 2020 • Facsimile 213 612 2499 San Francisco 415 392 1122 • New York 212 326 8800 • Sacramento 916 447 9200