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APPENDIX I FORM OF OPINION OF CITY ATTORNEY [LETTERHEAD OF CITY ATTORNEY] Big Independent Cities Excess Pool Joint Powers Authority c/o Ken Spiker and Associates, Inc. 1100 South Flower Street, Suite 2100 Los 2M~geles, CA 90015-2115 Pillsbury Winthrop LLP 10100 Santa Monica Boulevard, 23rd Floor Los Angeles, CA 90067 Re: Third Amendment to Liability Risk Coverage Agreement Ladies and Gentlemen: I am City Attorney for the City of (the "Citf'). This opinion is provided pursuant to Section 5 of that certain Third Amendment to Liability Risk Coverage Agreement, dated as of November 1, 2003 (the "Third Amendment"), by and among the Big Independent Cities Excess Pool Joint Powers Authority, the City of Huntington Beach, the City of Oxnard, the City of San Bemardino, the City of Santa Ana, and the City of West Covina. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Third Amendment. (1) The City is duly organized and validly existing as a [charter/general law] city under and by virtue of the laws of the State of California. (2) The resolution adopted by the City Council of the City (the "City Council") approving the execution and delivery of the Third Amendment was duly adopted at a meeting of the City Council that was,called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout; and such resolution is in full force and effect and has not been modified, amended, or rescinded as of the date hereof. (4) The City has full right and lawful authority to execute and deliver the Third Amendment; the Third Amendment has been duly authorized, executed, and delivered by the City; mad the Third Amendment is the legal, valid, and binding obligation of the City enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws relating to or limiting creditors' fights generally and by the principles of equity if equitable remedies are sought. (5) The execution and delivery of the Third Amendment and compliance by the City with the provisions thereof, under the circumstances contemplated thereby, does not and will not in any material respect conflict with or constitute on the part of the City a breach of or default under any agreement or other instrument applicable to or binding upon the City, or any existing law, regulation, court order, or consent decree to which the City is subject. Third Amendment to LRCA.DOC I-1