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HomeMy WebLinkAboutMarkman, Arczynski, Hanson, Curley & Slough- City of Buena Park Markman, Arczynski, Hanson, Curley & Slough A Professional Corporation Attorneys At Law James L.Markman Andrew V.Arczynski Number One Civic Center Circle 9113 Foothill Boulevard Ralph D.Hanson P.O.Box 1059 Suite 200 William P.Curley,III Brea,California 92822-1059 Rancho Cucamonga,California 91730 Marsha G.Slough (714)990-0901 * (310)691-3811 (909)980-2742 * (909)381-0218 D.Craig Fox ------ Pamela P.King Fax:(714)990-6230 Fax:(909)948-9411 Heriberto F.Diaz Daren E.Hengesbach Boyd L.Hill July 26, 1996 Stone & Youngberg LLC San Diego, California MBIA Insurance Corporation Armonk,New York Re: Countywide Public Financing Authority 1996 Revenue Bonds Ladies and Gentlemen: We have acted as City Attorney for the City of Buena Park(the "City"), which City is a member of the Countywide Public Financing Authority (the "Authority"), in connection with the issuance by the Authority of the Countywide Public Financing Authority 1996 Revenue Bonds. This opinion is provided pursuant to Section 8(d) of that certain Bond Purchase Agreement, dated July 16, 1996 (the "Purchase Contract"), by and between the Authority and Stone& Youngberg LLC, as underwriter. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Contract. 1. The City is duly organized and validly existing as a general law city and municipal corporation of the State of California(the "State"). 2. The representations of the City set forth in (i)the Letter of Representation, (ii)the Site Lease and (iii)the Lease Agreement are, as to all matters of law,true and accurate in all material respects on and as of the date hereof as though made on such date. The Letter of Representation, Site Lease and the Lease Agreement are referred to herein as the"City Documents." Stone & Youngberg LLC MBIA Insurance Corporation July 26, 1996 Page Two 3. The resolutions adopted by the City Council of the City (the "Council") approving the City's (i) participation in the Authority, (ii) authorizing the issuance of the Bonds, and(iii) approving the execution and delivery of the City Documents were duly adopted at meetings of the Council, which were called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout; and such resolutions are in full force and effect and have not been modified, amended or rescinded as of the date hereof 4. The City has full right and lawful authority to execute and deliver the City Documents; the City Documents have been duly authorized, executed and delivered by the City; and the City Documents are legal, valid and binding obligations of the City enforceable in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or limiting creditors' rights generally and by the principles of equity if equitable remedies are sought. 5. The execution and delivery of the City Documents and the approval of the Official Statement and the Purchase Contract, and compliance by the City with the provisions thereof; under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute on the part of the City a breach of or default under any agreement or other instrument applicable to or binding upon the City, or any existing law,regulation, court order or consent decree to which the City is subject. 6. The Official Statement has been duly executed and delivered on behalf of the Authority by an authorized officer of the City. 7. Except as stated in the Official Statement, there is no action, suit, proceeding or investigation before or by any court, public board or body pending with respect to which the City has been served with process or, to my knowledge, threatened wherein an unfavorable decision, ruling or finding would: (a) affect the creation, organization, existence or powers of the City or the Authority, or the titles of their respective officers or the Council members or Board of Directors to their respective offices; (b) enjoin or restrain the issuance, sale and delivery of the Bonds, the delivery of the City Documents and the pledge of lease payments under the Lease Agreement or the pledge of the assets as security for the lease payments; (c) in any way question or affect any of the rights, powers, duties or obligations of the City with respect to the City Documents, the moneys and assets pledged or to be pledged to pay the principal of, premium, if any, or interest on the Bonds; (d) in any way question or affect any authority Stone & Youngberg LLC MBIA Insurance Corporation July 26, 1996 Page Three for the issuance of the Bonds, or the validity or enforceability of the Bonds or the City Documents; or(e) in any way question or affect the transactions contemplated by the Purchase Contract or the Official Statement, or any activity relating to the portion of the Project to be financed by the Bonds. 8. The information contained in the Official Statement under the captions "THE MEMBERS AND THE LEASED PREMISES, " "THE PROJECT" (to the extent the matters therein relate to the Member), "LITIGATION" and "APPENDIX B -"Information Concerning Members and Description of Leased Premises" (to the extent the matters therein relate to the Member) is correct in all material respects and does not contain any untrue or misleading statement of a material fact or omit a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 9. The encumbrances set forth as exceptions to the title insurance policy obtained by the City with respect to the Leased Premises constitute "Permitted Encumbrances"as defined in the Lease Agreement, and such encumbrances do not materially impair the use of the Leased Premises and the sites thereof for the purposes for which they are, or may reasonably be expected to be, held. Very truly yours, G»r�l�2 James L. Markman City Attorney City of Buena Park JLM:pm L\BP\LREVBOND\BP LlA