Bonus Purchase Agreement - Laserfiche WebLink

Home Browse Search

APPENDIX F FORM OF OPINION OF COUNSEL TO TRUSTEE [LETTERHEAD OF TRUSTEE 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: I have acted as counsel to U.S. Trust Company of California, N.A., as trustee (the "Trustee") under that certain Indenture of Trust, dated as of July 1, 1996 (the "Indenture"), by and between the Trustee and the Countywide Public Financing Authority (the "Authority"), in connection with the issuance by the Authority of its 1996 Revenue Bonds (the "Bonds"). This opinion is provided pursuant to Section 8(e) 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 Trustee has been duly organized and is validly existing and in good standing as a [state banking corporation/national banking association] with full corporate power to undertake its obligations under the Indenture. 2. The Trustee has duly authorized, executed and delivered the Indenture and by all proper corporate action has authorized the acceptance of its obligations thereunder. 3. Assuming the due authorization, execution and delivery by the Authority, the Indenture constitutes the legally valid and binding agreement of the Trustee, enforceable against the Trustee in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally. 4. The Bonds have been validly authenticated and delivered by the Trustee in accordance with the terms of the Indenture. 5. No authorization, approval, consent or other order of any governmental entity or regulatory authority having jurisdiction over the banking and trust activities of the Trustee that has not been obtained is or will be required for the valid authorization, execution and delivery of the Indenture by the Trustee or the performance by the Trustee of its obligations under the Indenture. 6. The execution and delivery of the Indenture, and compliance with the provisions thereof, will not conflict with or constitute a breach of or default under, the Trustee's duties or obligations under any law, administrative regulation, court decree, resolution, charter, by- laws, agreement, instrument or commitment applicable to or binding upon the Trustee. Respectfully submitted, KMLYDDAN 26982 257329 6 F-1