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(3) an opinion of the City Attorney of the City, in form and substance
<br />satisfactory to the Underwriter, dated the Closing Date, addressed to the Authority
<br />and the Underwriter, to the effect that:
<br />(i) the City is a charter city and municipal corporation organized
<br />and existing under the Constitution, the laws of the State and its charter;
<br />(ii) the City has full legal power and lawful authority to enter into
<br />the City Documents and to perform its obligations thereunder;
<br />(iii) the resolution of the City approving and authorizing the
<br />execution and delivery of the City Documents (the "City Resolution") was duly
<br />adopted at a meeting of the City Council of the City that was called and held pursuant
<br />to law and with all public notice required by law and at which a quorum was present
<br />and acting throughout, and the City Resolution is in full force and effect and has not
<br />been modified, amended, or rescinded as of the Closing Date;
<br />(iv) the City Documents have been duly authorized, executed, and
<br />delivered by the City and, assuming due authorization, execution, and delivery by the
<br />other parties thereto, such documents constitute the legal, valid, and binding
<br />agreements of the City enforceable in accordance with their terms, subject to laws
<br />relating to bankruptcy, insolvency, or other laws affecting the enforcement of
<br />creditors' rights generally, the application of equitable principles if equitable
<br />remedies are sought, the exercise of judicial discretion in appropriate cases, and the
<br />limitations on legal remedies against cities in the State;
<br />(v) the execution and delivery by the City of the City Documents,
<br />and compliance by the City with the provisions thereof, under the circumstances
<br />contemplated thereby, do not and will not in any material respect conflict with or
<br />constitute a breach of or default under any law, administrative regulation, court
<br />decree, resolution, or agreement to which the City is subject to or by which it is
<br />bound;
<br />(vi) the Official Statement (excluding therefrom financial
<br />statements and other statistical data included in the Official Statement, and any
<br />information with respect to DTC and the book -entry only system, as to which no
<br />view need be expressed) does not contain any untrue statement of a material fact or
<br />omit to state a material fact necessary in order to make the statements therein, in the
<br />light of the circumstances under which they were made, not misleading;
<br />(vii) except as otherwise disclosed in the Official Statement, there
<br />is no action, suit, proceeding, inquiry, or investigation, at law or in equity, before or
<br />by any court, regulatory agency, or public board or body, pending for which the City
<br />has been served or, to the best knowledge of such counsel, threatened (a) in any way
<br />questioning the existence of the City or the titles of the officers of the City to their
<br />respective offices; (b) affecting, contesting, or seeking to prohibit, restrain, or enjoin
<br />the issuance of the Bonds or the execution or delivery of any of the City Documents,
<br />or the payment or collection of any amounts pledged or to be pledged to pay
<br />Installment Payments or the principal of and interest on the Bonds, or in any way
<br />15
<br />Error! Unknown document property name.
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