SAFA & CITIGROUP GLOBAL - 2004 - Laserfiche WebLink

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material adverse effect on the ability of the City to perform its obligations under the City Documents; (F) no authorization, approval, consent, or other order of the State of California or any other governmental body within the State of California is required for the valid authorization, execution and delivery of the City Documents or the consummation by the City of the transactions on its part contemplated therein, except such as have been obtained and except such as may be required under state securities or blue sky laws in connection with the purchase and distribution of the Bonds by the Underwriter; and (G) based on the information made available to City Attorney, and without having undertaken to determine independently or assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Official Statement, nothing has come to its attention which would lead it to believe that the Official Statement as of its date and as of the date of Closing (excluding therefrom the financial and statistical data and forecasts included therein, as to which no opinion is expressed and information relating to the Authority, the financial guaranty insurance policy, the Insurer and The Depository Trust Company and its book entry system) contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (xiii) an opinion of counsel to the Underwriter dated the date of Closing and addressed to the Underwriter relating to such matters as the Underwriter may require; (xiv) an opinion of counsel to the Trustee, addressed to the Underwriter and the Authority, dated the date of the Closing, to the effect that: (A) the Trustee is a banking corporation duly organized and validly existing under the laws of the State of California, having full corporate power to undertake the trust created under the Indenture; (B) the Indenture and the Assignment Agreement (collectively, the "Trustee Documents") have each been duly authorized, executed and delivered by the Trustee and, assuming due authorization, execution and delivery by the other parties thereto, the Trustee Documents constitute the valid, legal and binding obligations of the Trustee enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by the application of equitable principles, if equitable remedies are sought; (C) of Authority; the Trustee has duly authenticated the Bonds upon the order 15 DOCSOCl1 014263v4\22452.01 02