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APPENDIX E FORM OF OPINION OF CITY ATTORNEY [LETTERHEAD OF CITY ATTORNEY OF EACH MEMBER] Stone & Youngberg LLC San Diego, California MBIA Insurance Corporation Armonk, New York Re: Countywide Public Financing Authority 1996 Revenue Bonds Ladies and Gentlemen: We have acted as City Attorney for to the City of (the "City"), which City is a member of 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(d) of that certain Bond Purchase Agreement, dated July 16, 1996 (the "Purchase Contract"), by and between the Authority and Stdne & 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 City is duly organized and validly existing as a [general law][chartered] city and municipal corporation of the State of California (the "State"). 2. The representations of the City set forth in (i) the Letter of Representation, (ii) the Site Lease and (iii) the Lease Agreement are, as to all matters of law, true and accurate in all material respects on and as of the date hereof as though made on such date. The Letter of Representation, Site Lease and the Lease Agreement are referred to herein as the "City Documents." 3. The resolutions adopted by the City Council of the City (the "Council") approving the City's (i) participation in the Authority, (ii) authorizing the issuance of the Bonds, and (iii) approving the execution and delivery of the City Documents were duly adopted at meetings of the Council, which were called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout; and such resolutions are in full force and effect and have not been modified, amended or rescinded as of the date hereof. 4. The City has full right and lawful authority to execute and deliver the City Documents; the City Documents have been duly authorized, executed and delivered by the City; and the City Documents are legal, valid and binding obligations of the City enforceable in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or limiting creditors' rights generally and by the principles of equity if equitable remedies are sought. 5. The execution and delivery of the City Documents and the approval of the Official Statement and the Purchase Contract, and compliance by the City with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict KMLYDDAN 26982 287329 6 E-1