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O RRICK, HERRINGTON & SUTCLIFFE March 23, 1994 Santa Ana Financing Authority 20 Civic Center Plaza Santa Ana, California 92710 Santa Ana Financing Authority Police Administration and Holding Facility Lease Revenue Bonds. Series 1994A (Final Opinion) Ladies and Gentlemen: We have acted as bond counsel in connection with the issuance by the Santa Ana Financing Authority (the "Issuer") of $107,399,438.50 aggregate principal amount of Santa Ana Financing Authority Police Administration and Holding Facility Lease Revenue Bonds,Series 1994A(the "Bonds"), issued pursuant to the provisions of the Marks-Roos Local Bond Pooling Act of 1985 (constituting Article 4 of Division 7 of Title 1 of the California Government Code) and an Indenture, dated as of March 1, 1994 (the "Indenture"), between the Issuer and Meridian Trust Company of California, as trustee (the "Trustee"). The Bonds are issued for the purpose of enabling the Issuer to finance certain capital improvements. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Indenture. In such connection, we have reviewed the Indenture, the Tax Certificate of the Issuer and the City of Santa Ana (the "City") dated the date hereof (the "Tax Certificate"), certifications of the Issuer, the Trustee, the City, and others, opinions of counsel to the Issuer, the City, the Trustee and such other documents, opinions and matters to the extent we deemed necessary to render the opinions set forth herein. Certain agreements, requirements and procedures contained or referred to in the Indenture, the Tax Certificate and other relevant documents may be changed, and certain actions (including, without limitation,defeasance of the Bonds)may be taken or omitted under the circumstances and subject to the terms and conditions set forth in such documents. No opinion is expressed herein as to any Bond or the interest thereon if any such change occurs or action is taken or omitted to be taken upon the advice or approval of counsel other than ourselves. The opinions 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 to be taken or events occurring after the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions or events are taken or do occur. We have assumed the genuineness of all documents and signatures presented to us. 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 LA1-68714.1