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APPENDIX II FORM OF OPINION OF AUTHORITY COUNSEL City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 [LETTERHEAD OF COUNSEL] ] City of Oxnard 305 West Th/rd Street Oxnard, CA 93030 City of San Bemardino City of Santa Aha 300 North "D" Street 20 Civic Center Plaza San Bemardino, CA 92418 Santa Aha, CA 92701 City of West Covina Pillsbury Winthrop LLP 1444 West Garvey Avenue 10100 Santa Monica Boulevard, 23rd Floor West Covina, CA 91790 Los Angeles, CA 90067 Re: Third Amendment to Liability Risk Coverage Agreement Ladies and Gentlemen: I am special counsel to the Big Independent Cities Excess Pool Joint Powers Authority (the "Authority"). This opinion is provided pursuant to Section 5 of that certain Third Amendment to Liabil/ty Risk Coverage Agreement, dated as of November 1, 2003 (the "Third Amendment"), by and among the 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. (I) The Authority is a joint exercise of powers agency duly organized and existing under the laws of the State of California, including, without limitation, Section 6500 et seq. of the Government Code of the State of California. (2) The resolution adopted by the Governing Board of the Authority (the "Governing Board") approving the execution and delivery of the Third Amendment was duly adopted at a meeting of the Governing Board that was called and held pursuant to law and with all public notice required by law and at wh/ch 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present and acting throughout; and such resolution is in full force and effect and has not been modified, amended, or rescinded as of the date hereof.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 Authority has full right and lawful authority to execute and deliver the Third Amendment; the Third Amendment has been duly author/zed, executed, and delivered by the Authority; and the Third Amendment is the legal, valid, and binding obligation of the Authority enfomeable 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. T~ird Amendn~t to LRCA.DOC II