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(v) the execution and delivery by the Authority of the Authority
<br />Documents, and compliance by the Authority with the provisions thereof, under the
<br />circumstances contemplated thereby, do not and will not in any material respect
<br />conflict with or constitute a breach of or default under any law, administrative
<br />regulation, court decree, resolution, or agreement to which the Authority is subject to
<br />or by which it is bound;
<br />(vi) 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
<br />Authority has been served or, to the best knowledge of such counsel, threatened (a) in
<br />any way questioning the existence of the Authority or the titles of the officers of the
<br />Authority to their respective offices, (b) affecting, contesting, or seeking to prohibit,
<br />restrain, or enjoin the issuance of the Bonds or the execution or delivery of any of the
<br />Authority Documents, or the payment or collection of any amounts pledged or to be
<br />pledged to pay the Installment Payments or the principal of and interest on the Bonds,
<br />or in any way contesting or affecting the validity of the Bonds or the Authority
<br />Documents or the consummation of the transactions contemplated thereby or any
<br />proceeding of the Authority taken with respect to any of the foregoing, or contesting
<br />the exclusion of the interest on the Bonds from taxation or contesting the powers of
<br />the Authority and its authority to make the pledges set forth in the Indenture, (c) that
<br />may result in any material adverse change relating to the Authority that will
<br />materially adversely affect the Authority's ability to perform its obligations under the
<br />Authority Documents, or (d) contesting the completeness or accuracy of the
<br />Preliminary Official Statement or the Official Statement or any supplement or
<br />amendment thereto or asserting that the Preliminary Official Statement or the Official
<br />Statement contained any untrue statement of a material fact or omitted to state any
<br />material fact necessary to make the statements therein, in the light of the
<br />circumstances under which they were made, not misleading; and
<br />(vii) no authorization, approval, consent, or other order of the State
<br />or any other governmental authority or agency within the State having jurisdiction
<br />over the Authority is required for the valid authorization, execution, and delivery by
<br />the Authority of the Authority Documents
<br />(5) a letter from Best Best & Krieger LLP, Irvine, California, disclosure
<br />counsel to the Authority and the City ("Disclosure Counsel"), dated the Closing
<br />Date, addressed to the Underwriter, to the effect that, based upon its participation in
<br />the preparation of the Preliminary Official Statement and Official Statement as
<br />counsel to the Authority and the City and without having undertaken to determine
<br />independently the fairness, accuracy, or completeness of the statements contained in
<br />the Preliminary Official Statement and the Official Statement, such counsel has no
<br />reason to believe that the Preliminary Official Statement, as of its date, and the
<br />Official Statement, as of its date and as of the Closing Date (excluding therefrom the
<br />reports, financial and statistical data and forecasts therein, the information with
<br />respect to DTC and the book -entry system, as to which no view need be expressed),
<br />contained or contains any untrue statement of a material fact or omits to state any
<br />material fact necessary to make the statements therein, in the light of the
<br />circumstances under which they were made, not misleading;
<br />17
<br />Error! Unknown document property name.
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