FULL PACKET_2009-11-02 - Laserfiche WebLink

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EXHIBIT B1 OPINION OF COUNSEL Dated: Pricing Date California Statewide Communities Development Authority Sacramento, California Wells Fargo Bank, National Association Los Angeles, California Re: Sale of Proposition lA Receivable Ladies & Gentlemen: [I have /This Office has] acted as counsel for the Cdr Of $an* ,,, (the "Seller ") in connection with the adoption of that certain resolution (the "Resolution ") of the City: , cil of the Seller (the "Governing Body ") pursuant to which the Seller authorized the sale to the California Statewide Communities Development Authority (the "Purchaser ") of the Seller's "Proposition IA Receivable ", as defined in and pursuant to the Purchase and Sale Agreement dated as of November 1, 2009 (the "Sale Agreement ") between the Seller and the Purchaser. In connection with these transactions, the Seller has issued certain Irrevocable Instructions For Disbursement of the Seller's Proposition IA Receivable to the Controller of the State of California (the "Disbursement Instructions ") and a Bill of Sale and Bringdown Certificate of the Seller (the "Bill of Sale" and, collectively with the Sale Agreement and the Disbursement Instructions, the "Seller Documents "). Unless the context otherwise requires, capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Sale Agreement. [I /We] have examined and are familiar with the Seller Documents and with those documents relating to the existence, organization, and operation of the Seller, the adoption of the Resolution, and the execution of the Seller Documents, and have satisfied ourselves as to such other matters as [Uwe] deem necessary in order to render the following opinions. As to paragraphs numbered 3 and 4 below, [I /we] have relied as to factual matters on the representations and warranties of the Seller contained in the Sale Agreement. Based upon the foregoing, and subject to the limitations and qualifications set forth herein, [I /we] are of the opinion that: BI-1 55A -23