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<br />(
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<br />(vi) The opinion, dated the date of the Closing and addressed to the
<br />Authority, the City and the Underwriter, of Joseph W. Fletcher, City Attorney, as
<br />Counsel to the Authority, to the effect that: (A) the adoption of the Authority
<br />Resolution, the execution the Authority Agreements and the delivery of the Bonds
<br />and compliance with the provisions and covenants thereof will not conflict with or
<br />constitute a breach of or default under any existing law, administrative regulation,
<br />court decree, resolution or agreement to which the Authority is subject as of the
<br />date of Closing, (B) except as disclosed in the Official Statement, no litigation or
<br />. other proceedings are pending or threatened in any way (1) restraining or
<br />enjoining the issuance, sale or delivery of any of the Bonds or (2) questioning or
<br />affecting the validity of the Authority Agreements, the Bonds, the Authority
<br />Resolution, the pledge by the Authority of the Revenues (as defined in the
<br />Indenture) or other security provided under the Indenture and the Authority
<br />Resolution or (3) questioning or affecting the validity of any of the proceedings
<br />for the authorization, sale, execution, registration, issuance or delivery of the
<br />Bonds or (4) questioning or affecting (a) the organization or existence of the
<br />Authority or the title to office of the officers thereof, or (b) the power or authority
<br />of the Authority pledged to the payment of the Bonds, (C) the Official Statement
<br />has been duly authorized, executed and delivered to the Underwriter for
<br />distribution in connection with the sale of the Bonds, (D) the Authority had and
<br />has good right and lawful authority under the Constitution of the State and the Act
<br />to adopt the Authority Resolution, to execute and deliver the Authority
<br />Agreements and to authorize and issue the Bonds, and (E) the Authority
<br />Agreements and the Authority Resolution have each been duly adopted by the
<br />Authority and each thereof constitutes a valid and legally binding agreement of
<br />the Authority enforceable in accordance with its terms, except to the extent that
<br />the enforceability of such documents may be limited by bankruptcy, insolvency or
<br />other laws affecting the enforcement of creditors' rights, by the application of
<br />equitable principles, by the exercise of judicial discretion in appropriate cases and
<br />by limitations on legal remedies against public agencies in California.
<br />
<br />(vii) The opinion, dated the date of the Closing and addressed to the
<br />Authority, the City and the Underwriter, of Joseph W. Fletcher, City Attorney of
<br />the City, to the effect that (A) the adoption of the City Resolution, the execution
<br />of the City Agreements, and compliance with the provisions and covenants
<br />thereof will not conflict with or constitute a breach of or default under any
<br />existing law, administrative regulation, court decree, resolution or agreement to
<br />which the City is subject as of the date of Closing, (B) except as disclosed in the
<br />Official Statement, no litigation or other proceedings are pending or threatened in
<br />any court or other tribunal of competent jurisdiction, State or federal, in any way
<br />(I) restraining or enjoining the issuance, sale or delivery of the Bonds or
<br />(2) questioning or affecting the validity of the City Agreements, the City
<br />Resolution, the pledge by the City of Net System Revenues (as defined in the
<br />Installment Purchase Agreement) or other security provided under the Installment
<br />Purchase Agreement and the City Resolution or (3) questioning or affecting the
<br />validity of any of the proceedings for the authorization, sale, execution,
<br />registration, issuance or delivery of the Bonds or (4) questioning or affecting (a)
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