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Quint & Mimmig LLP FORM OF FINAL OPINION OF BOND COUNSEL [Letterhead of Quint & Thimmig LLP] June 12, 2014 04/30/14 City of Santa Ana 20 Civic Center Plaza Santa Ana, California, 92701 Re: $ Lease Agreement, dated as of June 1, 2014, by and between the Santa Ana Financing Authority and the City of Santa Ana, assigned to Western Alliance- Public Finance Compass Bank an Alabama banking corporation and Capital One Public Funding LLC Ladies and Gentlemen We have acted as special counsel to the City of Santa Ana (the "City') in connection with the execution and delivery of the $ Lease Agreement, dated as of June 1, 2014 (the 'Lease Agreement'), and the Site and Facility Lease, dated as of June 1, 2014 (the "Site and Facility Lease'), each by and between the City and the Santa Ana Financing Authority (the "Authority "). The Authority has assigned its rights under the Lease Agreement and the Site and Facility Lease to Western —Alliarbce Public Finance. Compass Bank. an Alabama banking corporation and apital Ome Public Funding. LLC (collectively, the "Assignees "), pursuant to separate assignment agreement, each dated as of June 1, 2014, by and between the Authority and the Assignees (collectively, the "Assignment Agreements "). Capitalized terms used herein and not otherwise defined have the• meanings ascribed thereto in the Lease Agreement. In connection with this opinion, we have examined such law and such certified proceedings, certifications, and papers as we have deemed necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon the representations of the City contained in the Lease Agreement and the certified proceedings and other certifications of public officials and others furnished to us. In the course of our representation, nothing has come to our attention that caused us to believe that any of the factual representations upon which we have relied are untrue, but we have not undertaken to verify them by independent investigation. Based upon the foregoing, we are of the opinion, under existing law, that: 1. The City has been duly created and is validly existing as a municipal corporation and chartered city under and by virtue of the laws of the State of California with the power to enter into the Site and Facility Lease and the Lease Agreement and to perform the agreements on its part contained therein. 2. The Site and Facility Lease and the Lease Agreement have been duly authorized, executed, and delivered by the City and the Authority and constitute the valid and binding obligations of the City and the Authority enforceable in accordance with their respective terms. 19014.10 4 -167