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<br />EXHIBIT B2 <br /> <br />OPINION OF COUNSEL <br />to <br />CITY OF SANTA ANA <br /> <br />March 17,2005 <br /> <br />California Statewide Communities Development Authority <br />Sacramento, California <br /> <br />Wells Fargo Bank, National Association <br />Los Angeles, California <br /> <br />Re: Sale ofVLF Receivable (Bringdown Opinion) <br /> <br />Ladies & Gentlemen: <br /> <br />Pursuant to that certain Purchase and Sale Agreement dated March 2, 2005 (the <br />"Sale Agreement") between the City of Santa Ana (the "Seller") and the California Statewide <br />Communities Development Authority (the "Purchaser"), this Office delivered an opinion (the <br />"Opinion") dated the Pricing Date (as defined in the Sale Agreement) as counsel for the Seller in <br />connection with the sale of the Seller's VLF Receivable (as defined in the Sale Agreement), the <br />execution of documents related thereto and certain other related matters. <br /> <br />I confirm that you may continue to rely upon the Opinion as ifit were dated as of <br />the date hereof. Each Credit Enhancer, the underwriters of the Notes and Transaction Counsel <br />may rely upon this legal opinion as if it were addressed to them. This letter is delivered to you <br />pursuant to Section 2(b )(ii)(1) of the Sale Agreement. <br /> <br /> <br />Seller's Counse <br /> <br />Taxable <br />DOCSSFl:795397.1 <br /> <br />B2-l <br />