Markman, Arczynski, Hanson, Curley & Slough- City of Buena Park

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Stone & Youngberg LLC MBIA Insurance Corporation July 26, 1996 Page Two 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present and acting throughout; and such resolutions are in full force and effect and have not been modified, amended or rescinded as of the date hereof 4.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 with or constitute on the part of the City a breach of or default under any agreement or other instrument applicable to or binding upon the City, or any existing law,regulation, court order or consent decree to which the City is subject. 6. The Official Statement has been duly executed and delivered on behalf of the Authority by an authorized officer of the City. 7. Except as stated in the Official Statement, there is no action, suit, proceeding or investigation before or by any court, public board or body pending with respect to which the City has been served with process or, to my knowledge, threatened wherein an unfavorable decision, ruling or finding would: (a) affect the creation, organization, existence or powers of the City or the Authority, or the titles of their respective officers or the Council members or Board of Directors to their respective offices; (b) enjoin or restrain the issuance, sale and delivery of the Bonds, the delivery of the City Documents and the pledge of lease payments under the Lease Agreement or the pledge of the assets as security for the lease payments; (c) in any way question or affect any of the rights, powers, duties or obligations of the City with respect to the City Documents, the moneys and assets pledged or to be pledged to pay the principal of, premium, if any, or interest on the Bonds; (d) in any way question or affect any authority