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and representations contained in such documents. In addition, we have assumed the authority of and <br />due execution by each of the parties to the documents other than the City. <br />As used in this opinion, the phrase "to the best of our knowledge and based upon reasonable <br />investigation" means knowledge as we have obtained from (i) the incumbency and signature <br />certificate of the City, (ii) the representations and warranties contained in each document covered by <br />this opinion and delivered by the City, (iii) knowledge of facts or other information currently known <br />to attorneys for the City, and (iv) any and all investigations that the attorneys for the City deem <br />necessary in connection with this Opinion. <br />Based on the foregoing, we are of the opinion that: <br />a. The City, a charter city duly organized, validly existing under its charter and the laws <br />of the State of California, has the requisite legal right, power, and authority to <br />execute and deliver the Agreement and carry out and consummate all transactions <br />contemplated therein. The City is a charter city, the City Council of which is not <br />prohibited, limited or constrained in any way from adopting, requiring, or utilizing <br />a project labor agreement that includes all taxpayer protection provisions of Public <br />Contract Code section 2500. <br />b. The Resolutions have been duly adopted at meetings of the City which were called <br />and held pursuant to law with all public notice required by law and at which a quorum <br />was present and acting when the Resolutions were adopted. The Resolutions are in <br />full force and effect and have not been amended, modified, supplemented, or <br />rescinded, nor has the rate -setting resolution been challenged or the rates become <br />subject of a referendum or initiative or other similar process. <br />C. To the best of my knowledge and based upon a reasonable investigation, all <br />proceedings required by law or under the ordinances or bylaws of the City to be <br />taken by the City in connection with the authorization of the Agreement and the <br />transactions contemplated by and related thereto, and all such approvals, <br />authorizations, consents or other orders of or filings or registrations with such public <br />boards or bodies, if any, as may be legally required to be obtained by the City prior <br />to the date hereof with respect to all or any of such matters have been taken or <br />obtained and are in full force and effect, except that no opinion is expressed as to <br />any approvals, obligations or proceedings which may be required under any federal <br />securities laws or state blue sky or securities laws. <br />d. To the best of my knowledge and based upon a reasonable investigation, the <br />execution and delivery of the Agreement and the consummation of the transactions <br />therein will not conflict with or constitute a breach of or default (with due notice or <br />the passage of time or both) under (i) the statutes creating the City or any <br />amendments thereto, (ii) the ordinances or bylaws of the City, (iii) any bond, <br />debenture, note or other evidence of indebtedness, or any material contract, <br />agreement or lease to which the City is a party or by which it or its properties are <br />otherwise subject to or bound, (iv) any labor agreement to which the City is a party, <br />SANTA ANA CITY COUNCIL <br />