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APPENDIX D FORM OF OPINION OF AUTHORITY COUNSEL [LETTERHEAD OF AUTHORITY COUNSEL] Stone& Youngberg LLC 4350 La Jolla Village Drive Suite 840 San Diego, California 92122 Re: Countywide Public Financing Authority 1996 Revenue Bonds Ladies and Gentlemen: We have acted as Counsel to the Countywide Public Financing Authority (the "Authority"), in connection with the issuance by the Authority of the Countywide Public Financing Authority 1996 Revenue Bonds. This opinion is provided pursuant to Section 8(c) of that certain Bond Purchase Agreement, dated July 16, 1996 (the "Purchase Contract"), by and between the Authority and Stone & Youngberg LLC, as underwriter. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Contract. 1. The Authority is duly organized and validly existing as a joint exercise of powers authority under the laws of the State of California, including the Act, and the Authority has the power to enter into the Authority Documents and issue the Bonds; 2. The Official Statement has been duly approved by the Authority; 3. The resolution of the Authority approving and authorizing the issuance of the Bonds and the execution and delivery of the Authority Documents and the Official Statement has been duly adopted at a meeting of the governing body of the Authority which was called and held pursuant to law and at which a quorum was present acting throughout; 4. The Authority Documents and the Official Statement have been duly authorized, executed and delivered by the Authority and the Authority Documents constitute the legal, valid and binding obligation of the Authority, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors rights, or by the application of equitable principles if equitable remedies are sought; 5. The execution and delivery of the Authority Documents and the Official Statement and compliance with the provisions thereof under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute on the part of the Authority a violation or breach of, or default under, any agreement or other instrument to which the Authority is a party or by which it is bound or any existing law or regulation to which the Authority is subject; 6. No authorization, approval, consent or other order of the State of California or any other governmental authority or agency within the State of California other than the governing body of the Authority, is required for the valid authorization, execution and delivery by the Authority of the Authority Documents and the approval of the Official Statement; KMLYDDAN 26982 257329 6 D-1