FULL AGENDA PACKET_2021-03-16 - Laserfiche WebLink

Home Browse Search

EXHIBIT B FORM OF CITY ATTORNEY OPINION , 2021 City of Santa Ana Santa Ana, California 20 Civic Center Plaza Santa Ana, California 92701 City of Santa Ana City of Santa Ana Taxable Pension Obligation Bonds, Series 2021 Ladies and Gentlemen: I am the duly appointed City Attorney for the City of Santa Ana (the "City") and I have represented the City in connection with the issuance and sale by the City of $ aggregate principal amount of its City of Santa Ana Taxable Pension Obligation Bonds, Series 2021 (the "Bonds"). I have examined and relied upon originals (or copies certified or otherwise identified to our satisfaction) of such documents, records and other instruments as I deem necessary or appropriate for the purposes of this opinion, including, without limitation: (1) those documents relating to the existence, organization and operation of the City; (11) Resolution No. , adopted by a majority of the City Council of the City (the "City Council") on , 2021 (the "Resolution"); (iii) all necessary documentation of the City relating to the authorization, execution and delivery of the Trust Agreement, dated as of 1, 2021 (the "Trust Agreement"), between the City and U.S. Bank National Association, as trustee; (iv) the default judgment dated , 2021, entered in favor of the City in connection with City, of Santa Ana v. All Persons Interested, etc., Case No. filed in the Superior Court of California, County of Orange; (v) the Purchase Agreement, dated , 2021 (the "Purchase Agreement"), executed by (the "Representative"), and accepted by the City; (vi) the Preliminary Official Statement, dated , 2021 (the "Preliminary Official Statement"), relating to the Bonds; (vii) the Official Statement, dated , 2021 (the "Official Statement"), relating to the Bonds; (viii) the Continuing Disclosure Certificate, dated , 2021 (the "Continuing Disclosure Certificate"), of the City appointing [Urban Futures, Inc.], as dissemination agent; and (ix) such other records, documents, certificates, opinions, and other matters as are in our judgment necessary or appropriate to enable us to render the opinions expressed herein. All capitalized terms used herein and not otherwise defined shall have the meaning given to such terms as set forth in the Trust Agreement. Based on the foregoing, and with regard to State of California (the "State") law and United States federal law, I am of the opinion that: (a) The City is a charter city and municipal corporation of the State, duly organized and validly existing pursuant to the Constitution and laws of the State and its charter. City Council B-1 33 — 82 3/16/2021 4821-485.-6027v3/200434-0005