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Quint & Thimmig ar
<br />Attorneys at Law
<br />August 14, 2014
<br />Santa Ana Financing Authority
<br />20 Civic Center Plaza
<br />Santa Ana, California, 92701
<br />The Bank of New York Mellon Trust Company, N.A.
<br />400 South Hope Street, Suite 400
<br />Los Angeles, California 90071
<br />900 Larkspur Landing Circle, Suite 270
<br />Larkspur, CA 94939-1726
<br />Phone: 415 / 925-4200
<br />Fax:415/925-4201
<br />Re: Second Supplemental Indenture, dated as of July 1, 2014, by and between the Santa Ana
<br />Financing Authority and The Bank of New York Mellon Trust Company, N.A., as successor
<br />trustee, amending that certain Indenture, dated as of March 1, 1994, by and between the
<br />Santa Ana Financing Authority and Meridian Trust Company of California, as trustee, as
<br />amended as of February 1, 2004, by and between the Santa Ana Financing Authority and
<br />BNY Western Trust Company, as successor trustee, relating to Santa Ana Financing
<br />Authority Police Administration and Holding Facility Lease Revenue Bonds Series 1994A
<br />Ladies and Gentlemen:
<br />We have been requested to provide an opinion with respect to the Second Supplemental
<br />Indenture, dated as of July 1, 2014 (the "Supplemental Indenture'), by and between the Santa
<br />Ana Financing Authority (the "Authority") and The Bank of New York Mellon Trust Company,
<br />N.A., as successor trustee, amending that certain Indenture, dated as of March 1, 1994, by and
<br />between the Authority and Meridian Trust Company of California, as trustee, as amended as of
<br />February 1, 2004, by and between the Authority and BNY Western Trust Company, as successor
<br />trustee (the "Indenture"), relating to Santa Ana Financing Authority Police Administration and
<br />Holding Facility Lease Revenue Bonds Series 1994A.
<br />In connection with the following opinions, we have reviewed the Indenture, the
<br />Supplemental Indenture and such other information and documents as we consider necessary
<br />in the circumstances. As to questions of fact material to our opinion, we have relied upon such
<br />representations and other certifications of public officials and others furnished to us and such
<br />other documents as we deemed necessary in the circumstances, without undertaking to verify
<br />such facts by independent investigation.
<br />Based upon the foregoing, and without independent investigation, we are of the
<br />opinion, as of the date hereof, that:
<br />(1) the Supplemental Indenture is a valid and binding amendment of the Indenture;
<br />(2) the Supplemental Indenture complies with the provisions of the Indenture and will
<br />not, by itself, impair the enforceability of the Indenture;
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