Full Book Entry on Countywide Public Financing Authority (1996)

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APPENDIX C FORM OF FINAL OPINION OF BOND COUNSEL [Letterhead of Jones Hall Hill&White] [Closing Date] Countywide Public Financing Authority 20 Civic Center Plaza Santa Ana,California 92701 OPINION: $27,725,000 Countywide Public Financing Authority 1996 Revenue Bonds Members of the Authority: We have acted as bond counsel in connection with the delivery by the Countywide Public Financing Authority (the "Authority") of $27,725,000 aggregate principal amount of the bonds of the Authority designated the "Countywide Public Financing Authority 1996 Revenue Bonds" (the "Bonds"), pursuant to the provisions of Article 4 (commencing with section 6584) of Chapter 5 of Division 7 of Title 1 of the California Government Code (the "Law"), and pursuant to an indenture of trust, dated as of July 1, 1996 (the "Indenture"),by and between the Authority and U.S. Trust Company of California,N.A., as trustee,and a resolution of the governing body of the Authority adopted on June 19, 1996. The Bonds are secured by Revenues as defined in the Indenture, including certain lease payments made by the Cities of Brea, Buena Park, Fullerton, Garden Grove, Orange, Santa Ana, Seal Beach, Stanton and Tustin(collectively, the "Members") under separate lease agreements, each dated as of July 1, 1996 (the "Lease Agreements")by and between the Authority, as lessor,and each Member, as lessee. We have examined the Law and such certified proceedings and other papers as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon representations of the Authority and the Members contained in the Indenture, the Lease Agreements and in the certified proceedings, and upon other certifications furnished to us, without undertaking to verify the same by independent investigation. Based upon our examination we are of the opinion,under existing law,that: 1. The Authority is a joint exercise of powers agency and public entity duly organized and existing under the laws of the State of California,with power to enter into the Indenture,to perform the agreements on its part contained therein and to issue the Bonds. 2. The Bonds constitute legal,valid and binding special obligations of the Authority enforceable in accordance with their terms and payable solely from the sources provided therefor in the Indenture. 3. The Indenture has been duly approved by the Authority and constitutes a legal, valid and binding obligation of the Authority enforceable against the Authority in accordance with its terms. Appendix C Page 1