SAFA & CITIGROUP GLOBAL (2) - 2004

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I' f the organization or existence of the City or the title to office of the officers thereof, or (b) the power or authority of the City to levy and collect Net System Revenues, and to prepay and defease the 1994 Installment Sale Payments, (C) the Official Statement has been duly authorized, executed and delivered for distribution in connection with the sale of the Bonds, (D) the City had and has good right and lawful authority under the Constitution of the State and the Acts to adopt the City Resolution and to execute and deliver the City Agreements, and (E) the City Agreements, have each been duly executed and delivered by the City . and each constitutes a valid and legally binding agreement of the City enforceable in accordance with its terms, except to the extent that the enforceability of such documents may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights and except that equitable remedies lie in the discretion of a court and may not be available. (viii) The opinion, dated the date of Closing and addressed to the Underwriter, of Ehrensaal & Bank, PLLC, counsel to the Underwriter, to the effect that the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended (no opinion is required to be expressed with respect to the Bond Insurance or the Reserve Account Surety Bond). (ix) The opinion of Orrick, Herrington and Sutcliffe LLP (in such capacity, "Disclosure Counsel"), to the effect that based upon their participation in the preparation of the Official Statement nothing has come to their attention which would lead them to believe that the Official Statement (except as to the statistical, financial data and information regarding the book-entry only system, the Bond Insurance Policy and the Reserve Account Surety Bond included in the Official Statement as to which they do not express any opinion) contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (x) The opinion, dated the date of Closing and addressed to the Authority, the City and the Underwriter, of counsel to the Trustee, acceptable to the Authority, the City and the Underwriter; (xi) The opinion, dated the date of Closing and addressed to the Authority, the City and the Underwriter, of counsel to the Escrow Agent, acceptable to the Authority, the City and the Underwriter; (xii) A certificate or certificates, dated the date of the Closing and signed by a duly authorized officer of the Authority, to the effect that: (A) the representations and warranties of the Authority contained herein are true and correct in all material respects on and as of the date of the Closing as ifmade on the date of the Closing; 14