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Countywide Public Financing Authority Stone&Youngberg LLC MBIA Insurance Corporation July 31, 1996 Page 2 Official Statement relating to the Bonds (the "Official Statement"), the Law and such certified proceedings and other papers as we deem necessary to render this opinion. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. Based upon the foregoing,I am of the opinion, as of the date hereof,that: 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 Agreements and issue the Bonds. 2. The Official Statement has been duly authorized, excuted and delivered by the Authority. 3. The Resolution approving and authorizing the issuance of the Bonds and the execution and delivery of the Agreements 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 Agreements have been duly authorized, executed and delivered by the Authority and 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 Agreements and the approval of 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 Agreements and the approval of the Official Statement. 7. To the best of our knowledge, there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body, pending or, to our knowledge threatened, against or affecting the Authority, which would adversely impact the Authority's ability to complete the transactions described in and contemplated by the Official Statement or in any way contesting or affecting the validity of the Agreements of the transactions relating to the Authority's financing program as described in the Official Statement wherein an unfavorable decision, ruling or finding would adversely affect the validity and enforceability of the Agreements. 8. The information contained in the Official Statement under the captions "THE AUTHORITY" and "LITIGATION" (to the extent such information therein relates to the Authority) is correct in all material respects and does not contain any untrue or misleading