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I:1» 01►117 ►: 14 FORM OF FINAL OPINION OF BOND COUNSEL [Closing Date] Santa Ana Public Financing Authority 20 Civic Center Plaza Santa Ana, CA 92702 Re: $ * Santa Ana Public Financing Authority Water Revenue Bonds, Series 2024 Ladies and Gentlemen: We have reviewed the Constitution and the laws of the State of California and certain proceedings taken by the City of Santa Ana (the "City") and the Santa Ana Public Financing Authority (the "Authority") in connection with the issuance by the Authority of its $ * Revenue Bonds, Series 2024 (the "Bonds"). The Bonds have been issued under that certain Indenture of Trust, dated as of June 1, 2024 (the "Indenture"), by and between the Authority and U.S. Bank Global Corporate Trust Services, as trustee and pursuant to the provisions of Articles 10 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the "Refunding Law"). The City Council adopted its resolution approving the issuance of the Bonds on [June 4], 2024 (the "Resolution"). The proceeds of the Bonds have been applied by the Authority to refinance certain improvements to the Water System. All terms not defined herein have their meaning ascribed to those terms in the Indenture. In such connection, we have reviewed the Indenture, the tax certificate of the Authority for the Bonds dated the date hereof (the "Tax Certificate"), certificates of the Authority and others, and such other documents, opinions and matters to the extent we deemed necessary to render the opinions set forth herein. The opinions expressed herein are based on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. Such opinions may be affected by actions taken or omitted or events occurring after the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions are taken or omitted or events do occur or any other events come to our attention after the date hereof. Accordingly, this opinion speaks only as of its date and is not intended to, and may not, be relied upon in connection with any such actions, events or matters. Our engagement with respect to the Bonds has concluded with their issuance, and we disclaim any obligation to update this letter. We have assumed the genuineness of all documents and signatures presented to us (whether as originals or as copies) and the due and legal execution and delivery thereof by, and validity against, any parties other than the Authority. We have assumed, without undertaking to verify, the accuracy of the factual matters represented, warranted or certified in the documents, and of the legal conclusions contained in the opinions, referred to in the second paragraph hereof. Furthermore, we have assumed compliance with all covenants and agreements contained in the Indenture and the Tax Certificate, including (without limitation) covenants and agreements compliance with which is necessary to ensure that future actions, omissions or events will not cause interest on the Bonds to be included in gross income for federal income tax purposes. We call attention to the fact that the rights and obligations under the Bonds, the Indenture and the Tax Certificate and their enforceability may be subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors' rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases, and to the limitations on legal remedies against cities and their subordinate entities in the State of California. We express no opinion with respect to any indemnification, contribution, penalty, choice of law, choice of forum, choice of venue, waiver or severability provisions contained in the documents * Preliminary, subject to change. C-1