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(C) the Agency Documents are valid, legal and binding agreements of the Agency (assuming due authorization, execution and delivery by and validity against the other parties thereto); (D) to the best knowledge of such counsel there is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any court or public body pending with respect to which the Agency has been served or, to the best of such counsel's knowledge, threatened against or affecting the Agency, except as may be disclosed in the Official Statement, which would materially adversely impact the Agency's ability to complete the transactions contemplated by the Agency Documents, the Official Statement or any other document or certificate related to such transactions, restrain or enjoin the collection of Lease Payments with respect to the Lease Agreement, or in any way contesting or affecting the validity of the Certificates, the Official Statement, the Agency Documents or the transactions described in and contemplated thereby wherein an unfavorable decision, ruling or finding would materially adversely affect the validity and enforceability of the Certificates or the Agency Documents or in which a final adverse decision could materially adversely affect the operations of the Agency; (E) the execution and delivery of the Agency Documents and the delivery of the Certificates and compliance with the provisions thereof, do not and will not in any material respect conflict with or constitute on the part of the Agency a breach of or default under any agreement or other instrument to which the Agency is a party or by which it is bound or any existing law, regulation, court order or consent decree to which the Agency is subject, which breach or default has or may have a material adverse effect on the ability of the Agency to perform its obligations under the Agency Documents; (F) no authorization, approval, consent, or other order of the State of California or any other governmental body within the State of California is required for the valid authorization, execution and delivery of the Agency Documents or the Official Statement by the Agency or the consummation by the Agency of the transactions on its part contemplated therein, except such as have been obtained and except such as may be required under state securities or blue sky laws in connection with the purchase and distribution of the Certificates by the Underwriter; and (G) based on the information made available to such counsel in its role as counsel to the Agency, and without having undertaken to determine independently or assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Official Statement under the caption entitled "THE AGENCY," nothing has come to its attention which would lead it to believe that the statements contained in the above -referenced caption as of the date of the Official Statement and as of the date of Closing (excluding therefrom the financial and statistical data and forecasts included therein, alto which no opinion is expressed) contained or contains any untrue statement of a material fact or omitted or omits to state a material fact 13