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<br />4821-4853-6027v3/200434-0005
<br />(xiv) a copy of the executed Blanket Issuer Letter of Representations by and
<br />between the City and DTC relating to the book-entry system;
<br />(xv) an opinion of ____________, __________, California, as Underwriter’s
<br />Counsel, in form and substance acceptable to the Underwriter, substantially to the effect that:
<br />(A) the Bonds are exempt from registration pursuant to the Securities Act
<br />of 1933, as amended, and the Trust Agreement is exempt from qualification pursuant to the Trust
<br />Indenture Act of 1939, as amended;
<br />(B) based upon an examination which they have made, and without
<br />having undertaken to determine independently or assuming any responsibility for the accuracy or
<br />completeness or fairness of the statements, and based on its participation in the conferences (which
<br />did not extend beyond the date of the Official Statement), and in reliance thereon, on oral and written
<br />statements and representations of the City and others and on the records, documents, certificates,
<br />opinions and matters therein mentioned, such counsel advises the Underwriter as a matter of fact and
<br />not opinion that, during the course of such counsel’s representation of the Underwriter on this matter,
<br />(a) as of the date of the Preliminary Official Statement and as of ________, 2021, no facts had come
<br />to the attention of the attorneys in such counsel’s firm rendering legal services to the Underwriter in
<br />connection with the Preliminary Official Statement which caused it to believe that the Preliminary
<br />Official Statement contained any untrue statement of a material fact or omitted to state a material fact
<br />necessary to make the statements therein, in the light of the circumstances under which they were
<br />made, not misleading, and (b) as of the date of the Official Statement and as of the Closing Date, no
<br />facts had come to the attention of the attorneys in such counsel’s firm rendering legal service to the
<br />Underwriter in connection with the Official Statement which caused it to believe as of the date of the
<br />Official Statement and as of the Closing Date that the Official Statement contained or contains any
<br />untrue statement of a material fact or omitted or omits to state any material fact necessary to make
<br />the statements therein, in the light of the circumstances under which they were made, not misleading;
<br />provided that, such counsel expressly excludes from the scope of this paragraph and expresses no
<br />view or opinion about (i) with respect to the Preliminary Official Statement, any difference in
<br />information contained therein compared to what is contained in the Official Statement, whether or
<br />not related to pricing or sale of the Bonds, and whether any such difference is material and should
<br />have been included in the Preliminary Official Statement, and (ii) with respect to both the
<br />Preliminary Official Statement and the Official Statement, any CUSIP numbers, financial,
<br />accounting, statistical or economic, engineering or demographic data or forecasts, numbers, charts,
<br />tables, graphs, estimates, projections, assumptions or expressions of opinion, management discussion
<br />and analysis, environmental matters, environmental litigation, any statements about compliance with
<br />prior continuing disclosure undertakings, information relating to DTC and its book-entry system,
<br />[Appendix A and Appendices C through F] thereto, and information relating to ratings, rating
<br />agencies, tax exemption, included or referred to therein or omitted therefrom, which such counsel
<br />expressly excludes from the scope of this paragraph and as to which such counsel expresses no
<br />opinion or view, and no responsibility is undertaken or view expressed with respect to any other
<br />disclosure document, materials or activity, or as to any information from another document or source
<br />referred to by or incorporated by reference in the Preliminary Official Statement or the Official
<br />Statement; and
<br />(C) the Continuing Disclosure Certificate, together with Section 5(o) of
<br />this Purchase Agreement, satisfies the requirements contained in Rule 15c2-12 for an undertaking for
<br />the benefit of the holders of the Bonds to provide the information at the times and in the manner
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