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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 City Attorney, 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, nothing has come to its attention which would lead it to believe that the Official Statement as of its date and as of the date of Closing (excluding therefrom the financial and statistical data and forecasts included therein, as to which no opinion is expressed and information relating to the Agency, the financial guaranty insurance policy, the debt service reserve fund surety bond, the Insurer and The Depository Trust Company and its book entry system) contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (xii) an opinion of counsel to the Underwriter dated the date of Closing and addressed to the Underwriter relating to such matters as the Underwriter may require; (xiii) an opinion of counsel to the Trustee, addressed to the Underwriter and the Agency, dated the date of the Closing, to the effect that: (A) the Trustee is a banking corporation duly organized and validly existing under the laws of the State of California, having full corporate power to undertake the trust created under the Trust Agreement; (B) the Trust Agreement, Assignment Agreement and Continuing Disclosure Agreement (collectively, the "Trustee Documents") have each been duly authorized, executed and delivered by the Trustee and, assuming due authorization, execution and delivery by the other parties thereto, the Trustee Documents constitute the valid, legal and binding obligations of the Trustee enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by the application of equitable principles, if equitable remedies are sought; (C) the Trustee has duly executed and delivered the Certificates upon the order of Agency; (D) the Trustee's actions in executing and delivering the Trustee Documents are in full compliance with, and do not conflict with any applicable law or governmental regulation and, to the best of such counsel's knowledge, after reasonable inquiry with respect thereto, do not conflict with or violate any contract to which the Trustee is a party or any administrative or judicial decision by which the Trustee is bound; and 15