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JONES HALL HILL & WHITE,
<br /> A PROFESSIONAL LAW CORPORATION
<br /> ATTORNEYS AT LAW
<br /> CHARLES F.ADAMS FOUR EMBARCADERO CENTER
<br /> STEPHEN R.GASALEGGIO NINETEENTH FLOOR
<br /> MICHAEL D.GASTELLI SAN FRANCISCO,GA 94111
<br /> THOMAS A.DOWNEY (415)391-5780
<br /> ANDREW G.HALL,JR
<br /> FACSIMILE
<br /> GREG HARRINGTON
<br /> (415)391-5784
<br /> CHRLSTOPITER K.LYNCH
<br /> WILLIAM H.MADISON
<br /> DAVID J.OSTER July 31, 1996 KENNETH 1.JONES
<br /> ➢RIAN D.QUINT OF COUNSEL
<br /> PAUL J.THIMMIG
<br /> DAVID A.WALTON ROBERT J.1DLL 0922-1988)
<br /> SHARON STANTON WHITE
<br /> Countywide Public Financing Authority
<br /> c/o City of Santa Ana
<br /> 20 Civic Center Plaza
<br /> Santa Ana, California 92701
<br /> Stone&Youngberg LLC
<br /> 4350 La Jolla Village Drive, Suite 840
<br /> San Diego, California 92122
<br /> MBIA Insurance Corporation
<br /> 113 King Street
<br /> New York,New York 10504
<br /> OPINION: $27,725,000 Countywide Public Financing Authority 1996 Revenue Bonds
<br /> Lathes and Gentlemen:
<br /> We have acted as counsel to the Countywide Public Financing Authority (the
<br /> "Authority") in connection with the delivery by the Authority of $27,725,000 aggregate
<br /> principal amount of the bonds of the Authority designated the "Countywide Public Financing
<br /> Authority 1996 Revenue Bonds" (the "Bonds"), pursuant to the provisions of Article 4
<br /> (commencing with section 6584) of Chapter 5 of Division 7 of Title 1 of the California
<br /> Government Code (the "Law"), and pursuant to an Indenture of Trust, dated as of July 1, 1996
<br /> (the "Indenture"),by and between U.S. Trust Company of California,N.A., as trustee, and the
<br /> Authority, and Resolution No. 96-3 of the Authority adopted on June 19, 1996 (the
<br /> "Resolution"). The Bonds are secured by Revenues as defined in the Indenture,including certain
<br /> lease payments made by the Cities of Brea,Buena Park,Fullerton, Garden Grove, Orange,Santa
<br /> Ana, Seal Beach, Stanton and Tustin (collectively, the "Members") under separate lease
<br /> agreements, each dated as of July 1, 1996 (the "Lease Agreements") by and between the
<br /> Authority,as lessor,and each Member, as lessee.We have examined the Indenture, the separate
<br /> Site and Facility Leases, each dated as of July 1, 1996, by and between each of the Members
<br /> and the Authority, the Lease Agreements, the Bond Purchase Agreement, dated July 16, 1996
<br /> (the "Purchase Agreement"),by and between Stone & Youngberg LLC, as underwriter, and the
<br /> Authority (the foregoing documents collectively referred to herein as the "Agreements"), the
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