Item 33 - Pension Debt Refinancing and Related Bond Financing

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B-1 4821-4853-6027v3/200434-0005 EXHIBIT B FORM OF CITY ATTORNEY OPINION ________, 2021 City of Santa Ana Santa Ana, California 20 Civic Center Plaza Santa Ana, California 92701 City of Santa Ana City of Santa Ana Taxable Pension Obligation Bonds, Series 2021 Ladies and Gentlemen: I am the duly appointed City Attorney for the City of Santa Ana (the “City”) and I have represented the City in connection with the issuance and sale by the City of $________ aggregate principal amount of its City of Santa Ana Taxable Pension Obligation Bonds, Series 2021 (the “Bonds”). I have examined and relied upon originals (or copies certified or otherwise identified to our satisfaction) of such documents, records and other instruments as I deem necessary or appropriate for the purposes of this opinion, including, without limitation: (i) those documents relating to the existence, organization and operation of the City; (ii) Resolution No. ____, adopted by a majority of the City Council of the City (the “City Council”) on ________, 2021 (the “Resolution”); (iii) all necessary documentation of the City relating to the authorization, execution and delivery of the Trust Agreement, dated as of _______ 1, 2021 (the “Trust Agreement”), between the City and U.S. Bank National Association, as trustee; (iv) the default judgment dated ________, 2021, entered in favor of the City in connection with City of Santa Ana v. All Persons Interested, etc., Case No. _____________ filed in the Superior Court of California, County of Orange; (v) the Purchase Agreement, dated ________, 2021 (the “Purchase Agreement”), executed by _______________ (the “Representative”), and accepted by the City; (vi) the Preliminary Official Statement, dated ________, 2021 (the “Preliminary Official Statement”), relating to the Bonds; (vii) the Official Statement, dated ________, 2021 (the “Official Statement”), relating to the Bonds; (viii) the Continuing Disclosure Certificate, dated ________, 2021 (the “Continuing Disclosure Certificate”), of the City appointing [Urban Futures, Inc.], as dissemination agent; and (ix) such other records, documents, certificates, opinions, and other matters as are in our judgment necessary or appropriate to enable us to render the opinions expressed herein. All capitalized terms used herein and not otherwise defined shall have the meaning given to such terms as set forth in the Trust Agreement. Based on the foregoing, and with regard to State of California (the “State”) law and United States federal law, I am of the opinion that: (a) The City is a charter city and municipal corporation of the State, duly organized and validly existing pursuant to the Constitution and laws of the State and its charter.