SAFA & CITIGROUP GLOBAL (2) - 2004

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(a) Due Organization. The Authority is a public entity created for the joint exercise of cornmon powers pursuant to a Joint Exercise of Powers Agreement dated August 1, 1993 by and between the Community Redevelopment Agency of the City of Santa Ana and the City (the "Members") under the powers granted such Members pursuant to Sections 6500, et seq., Title I, Division 7, Chapter 5, Article 1 of the California Government Code (the "Act"), and the Authority has, and at the time of the Closing will have, full legal right, power and authority (i) to execute and enter into this Bond Purchase Agreement, the Indenture, the Installment Purchase Agreement and the Escrow Agreement (collectively, the "Authority Agreements"), (ii) to adopt the Authority Resolution, (iii) to issue, sell and deliver the Bonds to the Underwriter pursuant to the Constitution and laws of the State of California (the "State"), particularly the Act, (iv) to issue, sell, execute and deliver the Bonds and (v) to carry out and to consummate the transactions contemplated by, and to perform all of its obligations under, the Authority Agreements, the Authority Resolution and the Official Statement. (b) Due Authorization, Execution and Delivery. The Authority has (i) duly authorized and approved the Official Statement, (ii) duly authorized and approved the execution and delivery of, and performance by the Authority of its obligations under, the Bonds and the Authority Agreements, (iii) duly authorized and approved the performance by the Authority of its obligations under the Authority Resolution and the Authority Agreements and the consummation by it of all other transactions contemplated by the Official Statement and (iv) duly authorized and adopted the Authority Resolution. (c) Due Execution and Delivery of Bonds. At or prior to the Closing, the Bonds will have been duly executed and delivered by the Authority, and each of them and the Authority Resolution and the Authority Agreements will constitute legal, valid and binding obligations of the Authority enforceable against the Authority in accordance with their respective terms, except to the extent that the enforceability may be limited by bankruptcy or other laws affecting the rights of creditors generally and except that equitable remedies lie in the discretion of the court and may not be available. (d) No Conflicts. The issuance, sale, execution and delivery of the Bonds, the execution and delivery of the Authority Agreements and the adoption of the Authority Resolution and compliance with the provisions of each thereof do not and will not violate or constitute a breach of or default under any applicable constitution, law or adrninistrative regulation of the State or the United States or any applicable judgment or decree or any agreement, indenture, commitment, contract or other instrument to which the Authority is a party or is otherwise subject. (e) Official Statement. The Preliminary Official Statement does not, and the Official Statement as the date hereof and on the date of Closing will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they were made, not misleading. The Authority Resolution, the Authority Agreements and the Bonds referred to in the Official Statement will, at the Closing, confonn in all material respects to the descriptions thereof in the Official Statement. 4