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EXHIBIT B2 <br />OPINION OF COUNSEL <br />Dated: Closing Date <br />California Statewide Communities Development Authority <br />Sacramento, California <br />Wells Fargo Bank, National Association <br />Los Angeles, California <br />Re: Sale of Proposition I Receivable (Bringdown Opinion) <br />Ladies & Gentlemen: <br />Pursuant to that certain Purchase and Sale Agreement dated as of November 1, <br />2009 (the "Sale Agreement ") between the C� >of (the "Seller ") and the California <br />Statewide Communities Development Authority (the "Purchaser "), this Office delivered an <br />opinion (the "Opinion ") dated the Pricing Date as counsel for the Seller in connection with the <br />sale of the Seller's Proposition IA Receivable (as defined in the Sale Agreement), the execution <br />of documents related thereto and certain other related matters. <br />Capitalized terms used but not defined herein shall have the meanings given to <br />such terms in the Sale Agreement. <br />I confirm that you may continue to rely upon the Opinion as if it were dated as of <br />the date hereof. Each Credit Enhancer and the underwriters of the Bonds may rely upon this <br />legal opinion as if it were addressed to them. This letter is delivered to you pursuant to Section <br />2(b)(ii)(1) of the Sale Agreement. <br />Very truly yours, <br />Seller's Counsel <br />B2 -1 <br />55A -26 <br />