Agenda - 03-02-2006-8bCP - Laserfiche WebLink

Browse Search

necessary and appropriate as a basis for the opinions hereinafter expressed. In our examination, ewe have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of originals of such copies. As to any facts material to this opinion, which we did not independently establish or verify, we have relied upon statements and representations of representatives or agents of the Company, the County and others. On the basis of and in reliance upon the foregoing, we are of the opinion that (i}the statements in the Official Statement under the captions "INTRODUCTION," "THE 2006A CERTIFICATES" (except statements under the subcaption "- Book-Entry-Only System"), "SECURITY AND SOURCES OF PAYMENT," "CONTINUING DISCLOSURE OBLIGATION" and "APPENDIX B -SUMMARY OF PRINCIPAL LEGAL DOCUMENTS," insofar as such statements purport to summarize certain provisions of the Contract, the Deed of Trust, the Trust Agreement and the 2006A Certificates, present a fair summary of such provisions and (ii} the statements in the Official Statement under the caption "LEGAL MATTERS -Tax Treatment" present fairly and accurately the matters referred to therein. We are further of the opinion that in connection with the ofTering and sale of the 2006A Certificates, the 2006A Certificates are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Tnist Agreement does not need to be qualified under the Trust Indenture Act of 1939, as amended. ~ ~ Furthermore, in the course of our participation in the preparation of the Official Statement and our representation of the County as Special Counsel, and without having undertaken to determine independently the accuracy and completeness of the statements contained in the Official Statement, nothing has come to our attention that would lead us to believe that the Official Statement (except for financial and statistical data, information concerning The Depository Trust Company and the book-entry system for the 2006A Certificates, and information under the Section "MISCELLANEOUS -Underwriting," contained in the Official Statement, as to «~hich r~~e express no opinion) as of its date contained, and as of the date hereof contains, any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. This opinion is furnished to you solely for your benefit as Underwriters and may not be used, circulated, quoted or other«Tise referred to without our prior written consent. Veit' truly yours, C-883838v3 13361.00022 B-2