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QRRICK,HERRINGTON
<br /> & SUTCLIFFE
<br /> Smith Barney Shearson Inc.
<br /> March 23, 1994
<br /> Page 2
<br /> and the due and legal execution and delivery thereof by, and validity against, any parties other
<br /> than the Issuer. We have not undertaken to verify independently, and have assumed, the
<br /> accuracy of the factual matters represented, warranted or certified in the documents, and of the
<br /> legal conclusions contained in the opinions of counsel to the Issuer and the City, referred to in
<br /> the third paragraph hereof. We have further assumed compliance with all covenants and
<br /> agreements contained in such documents. In addition, we call attention to the fact that the rights
<br /> and obligations under the Bonds, the Indenture, the Tax Certificate, the Lease, the Ground Lease
<br /> and the Purchase Contract may be subject to bankruptcy, insolvency, reorganization,
<br /> arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting
<br /> creditors' rights, to the application of equitable principles, to the exercise of judicial discretion
<br /> in appropriate cases and to the limitations on legal remedies against municipal corporations in
<br /> the State of California. We express no opinion with respect to any indemnification, contribution,
<br /> choice of law, choice of forum or waiver provisions contained therein.
<br /> Based on and subject to the foregoing, and in reliance thereon, as of the date
<br /> hereof, we are of the following opinions or conclusions:
<br /> 1. The Bonds are not subject to the registration requirements of the Securities Act
<br /> of 1933, as amended, and the Indenture is exempt from qualificatin pursuant to the Trust
<br /> Indenture Act of 1939, as amended.
<br /> 2. The Purchase Contract, the Ground Lease and the JPase have been duly
<br /> authorized, executed and delivered by the Issuer and (assuming due authorization, execution and
<br /> delivery by and validity against the respective parties thereto) are valid and binding agreements
<br /> of the Issuer; provided, however, that no opinion is expressed with respect to the effect of
<br /> Section 1307 of the City's Charter on the Lease and the Ground Lease.
<br /> 3. The statements contained in the Official Statement, dated March 23, 1994, with
<br /> respect to the Bonds (the "Official Statement"), under the captions "THE BONDS," "SECURITY
<br /> FOR THE BONDS," "CERTAIN TAX MA TIERS," "APPENDIX A - DEFINITIONS AND
<br /> SUMMARY OF PRINCIPAL LEGAL DOCUMENTS," "APPENDIX G - SUMMARY OF
<br /> CERTAIN PROVISIONS RELATING TO THE AIRS" insofar as such statements summarize
<br /> certain provisions of the Indenture, the JPase, the Ground Lease, the Assignment Agreement, the
<br /> Auction Agent Agreement, the Market Agent Agreement, the Broker-Dealer Agreement and our
<br /> Bond Opinion concerning certain federal tax matters relating to the Bonds, are accurate in all
<br /> material respects.
<br /> LA1-70770.1
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