Item 23 - Installment Sale Agreement for the Septic to Sewer Island Project

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or (v) any applicable law or administrative regulation or any applicable court or administrative decree or order. e. To the best of my knowledge and based upon a reasonable investigation, the City has sufficient property rights in the Project property for the purposes contemplated in the Agreement and has complied with the requirements of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. 4601) with respect to any property acquired for the purposes of the Project. Project property rights extend in perpetuity. f. To the best of my knowledge and based upon a reasonable investigation, there is no action, suit, proceeding, inquiry or investigation before or by any court of federal, state, municipal or other governmental authority pending or threatened against or affecting the City's System, as defined in the Agreement, or the assets, properties or operations of the City relating to its System which, if determined adversely to the City or its interests would result in any material change in the assets or financial condition of the City, the City's System or the financial condition thereof, and the City is not in default with respect to any order or decree of any court or any order, regulation, or demand of any federal, state, municipal, or other governmental agency which default might have consequences that would materially and adversely affect the financial condition of the City or its System. g. No facts have come to my attention which lead me to believe that the City's authorized representative has made any untrue statement of a material fact or omitted or omits to state a material fact or has made misleading statements in the Agreement. h. The Agreement has been duly authorized, executed, and delivered, and assuming due authorization, execution and delivery of the Agreement by the State Water Board, constitutes legal, valid, and binding obligation of the City enforceable against the City in accordance with its terms, subject to the laws relating to bankruptcy, insolvency, reorganization, or creditors' rights generally and to the application of equitable principles, if equitable remedies are sought. We disclaim any obligation to supplement this opinion letter with regard to events occurring or coming to our attention after the date hereof. The opinions herein are limited to the matters expressly set forth herein, and no opinion is to be implied or may be inferred beyond the matters expressly so stated. Specifically, without limitation, we do not express herein any opinion as to: (1) Any matter governed by any laws other than the laws of the State of California or the laws of the United States of America; (2) Federal tax matters or federal securities laws; (3) The enforceability of any choice of forum provisions contained in the Agreement; or (4) The validity and enforceability of any liquidated damages provisions. SANTA ANA CITY COUNCIL