2014-004 SAFA - Laserfiche WebLink

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APPENDIX C FORM OF FINAL OPINION OF BOND COUNSEL [Closing Date] Santa Ana Financing Authority 20 Civic Center Plaza Santa Ana, CA 92702 Re: $ Santa Ana Financing Authority Water Revenue Refunding Bonds, SEries 2014 Ladies and Gentlemen: We have reviewed the Constitution and laws of the State of California and certain proceedings taken by the Santa Ana Financing Authority (the "Authority ") in connection with the issuance by the Authority of the $ . Santa Ana Financing Authority Water Revenue Refunding Bonds, Series 2014 (the "Bonds "), pursuant to the provisions of Article 4 of Chapter 5 of Division 7 of Title 1 of the California Government Code (the "Law ") and pursuant to an Indenture, dated as of 2014 (the "Indenture "), by and between The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee "), and the Authority. The proceeds of the Bonds have been applied by the Authority to refinance outstanding bonds secured by payments relating to the Water System of the City of Santa Ana (the "City ") and to finance improvements to the Water System of the City. The Authority and the City have entered into a Master Installment Purchase Agreement, dated as of , 2014, (the "Master Installment Agreement ") as supplemented by that First Supplement to Master Installment Purchase Agreement, dated as of 1 2014 (the "First Supplement," and together with the Master Installment Agreement, the "Installment Agreement'), whereby the City will purchase the Authority certain City facilities and property (the "Facilities ") and the City will make Installment Payments for the Facilities to the Authority. Pursuant to the Indenture, the Installment Payments have been assigned by the Authority to the Trustee and will be used by the Trustee to pay the principal of and interest on the Bonds. We have examined the Indenture, the Master Installment Agreement and such certified proceedings and other documents and materials as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon the certified proceedings and other certifications of public officials famished to us without undertaking to verify the same by independent investigation. Based upon the foregoing, we are of the opinion, under existing law, that: 1. The Authority is a joint powers authority duly organized and validly existing under the laws of the State of California, with power to enter into the Indenture and the Installment Agreement, to perform the agreements on its part contained therein and to issue the Bonds; 2. The Bonds constitute the valid and legally binding special obligations of the Authority enforceable in accordance with their terms and payable solely from the sources provided therefor in the Indenture; 3. The Indenture and the Installment Agreement have been duly approved by the Authority and constitute the valid and legally binding obligations of the Authority enforceable against the Authority in accordance with their respective terms; Preliminary, subject to change. C -1