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<br />B-2 <br />4821-4853-6027v3/200434-0005 <br />(b) The resolution of the City approving and authorizing the execution and delivery of <br />the Bonds, the Trust Agreement, the Purchase Agreement, and the Continuing Disclosure Certificate <br />(collectively, the “Legal Documents”) and approving and authorizing the issuance of the Bonds and <br />the delivery of the Official Statement and other actions of the City was duly adopted at a meeting of <br />the governing body of the City which was called and held pursuant to law and with all public notice <br />required by law and at which a quorum was present and acting throughout, and the resolution is now <br />in full force and effect and has not been amended or superseded in any way. <br />(c) Except as disclosed in the Preliminary Official Statement and in the Official <br />Statement, there is no action, suit or proceeding pending and served on the City, or to the best of my <br />knowledge, threatened against the City to (i) restrain or enjoin the execution or delivery of the Legal <br />Documents (ii) in any way contesting or affecting the validity of the Legal Documents, the <br />Resolution or the authority of the City to enter into the Legal Documents, or (iii) in any way <br />contesting or affecting the powers of the City in connection with any action contemplated by the <br />Official Statement, the Resolution or the Legal Documents. <br />(d) The execution and delivery of the Legal Documents and compliance with the <br />provisions thereof, do not and will not in any material respect conflict with or constitute on the part <br />of the City a breach of or default under any agreement or other instrument to which the City is a <br />party or by which it is bound or any existing law, regulation, court order or consent decree to which <br />the City is subject, which breach or default has or may have a material adverse effect on the ability of <br />the City to perform its obligations under the Legal Documents. <br />(e) No authorization, approval, consent, or other order of the State or any other <br />governmental body within the State is required for the valid authorization, execution and delivery of <br />the Legal Documents or the consummation by the City of the transactions on its part contemplated <br />therein, except such as have been obtained and except such as may be required under state securities <br />or blue sky laws in connection with the purchase and distribution of the Bonds by the Underwriter, as <br />to which I express no opinion. <br />Very truly yours, <br />