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<br />4821-4853-6027v3/200434-0005
<br />such instrument; and (v) no further consent is required for inclusion of its audited financial
<br />statements in the Preliminary Official Statement and the Official Statement;
<br />(ix) an opinion dated the date of Closing and addressed to the Underwriter, the
<br />Trustee and the Bond Counsel, of the City Attorney of the City of Santa Ana, substantially in the
<br />form attached as Exhibit B hereto;
<br />(x) a letter of Stradling Yocca Carlson & Rauth, Newport Beach, California,
<br />Disclosure Counsel to the City dated the date of Closing and addressed to the Underwriter
<br />substantially to the effect that, on the basis of the information made available to them in the course of
<br />their participation in the preparation of the Official Statement as disclosure counsel, but without
<br />having undertaken to determine or verify independently, or assuming any responsibility for, the
<br />accuracy, completeness or fairness of any of the statements contained in the Official Statement, no
<br />facts have come to the attention of the personnel in such firm directly involved in rendering legal
<br />advice and assistance to the City in connection with the preparation of the Official Statement which
<br />caused them to believe that (A) the Preliminary Official Statement as of its date or as of ________,
<br />2021 (excluding therefrom financial, demographic and statistical data; forecasts, projections,
<br />estimates, assumptions and expressions of opinions; statements relating to DTC, Cede & Co. and the
<br />operation of the book-entry system; statements relating to the treatment of the Bonds or the interest,
<br />discount or premium, if any, thereon or therefrom for tax purposes under the law of any jurisdiction;
<br />and the statements contained in the Preliminary Official Statement under the captions [“TAX
<br />MATTERS,”] and in [Appendix A and Appendices C through F] to the Preliminary Official
<br />Statement; as to all of which they express no view) contained any untrue statement of a material fact
<br />or omitted to state a material fact necessary in order to make the statements made therein, in the light
<br />of the circumstances under which they were made, not misleading, except for such information as is
<br />permitted to be excluded from the Preliminary Official Statement pursuant to Rule 15c2-12 of the
<br />Securities Exchange Act of 1934, as amended, including but not limited to information as to pricing,
<br />yields, interest rates, maturities, amortization, redemption provisions, debt service requirements,
<br />Underwriter’s discount and CUSIP numbers or (B) the Official Statement as of its date or as of the
<br />Closing Date (excluding therefrom financial, demographic and statistical data; forecasts, projections,
<br />estimates, assumptions and expressions of opinions; statements relating to DTC, Cede & Co. and the
<br />operation of the book-entry system, statements relating to the treatment of the Bonds or the interest,
<br />discount or premium, if any, thereon or therefrom for tax purposes under the law of any jurisdiction;
<br />and the statements contained in the Official Statement under the captions [“TAX MATTERS,”] and
<br />in [Appendix A and Appendices C through F] to the Official Statement; as to all of which they
<br />express no view) contained any untrue statement of a material fact or omitted to state a material fact
<br />necessary in order to make the statements made therein, in the light of the circumstances under which
<br />they were made, not misleading;
<br />(xi) an opinion of counsel to the Trustee, addressed to the Underwriter and the
<br />City, dated the date of the Closing, to the effect that:
<br />(A) the Trustee is a national banking association duly organized and
<br />validly existing under the laws of the United States of America, having full corporate power to
<br />undertake the trust created under the Trust Agreement;
<br />(B) the Trust Agreement has been duly authorized, executed and
<br />delivered by the Trustee and, assuming due authorization, execution and delivery by the other parties
<br />thereto, the Trust Agreement constitutes the valid, legal and binding obligations of the Trustee
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