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(2) The Official Statement, duly executed by the City;
<br />(3) Unqualified approving opinion for the Bonds, dated the Closing Date and
<br />addressed to the City, of Best, Best & Krieger, LLP, Bond Counsel for the City, in the form
<br />attached to the Preliminary Official Statement as Appendix C, and a reliance letter dated the
<br />Closing Date and addressed to the Underwriter, to the effect that such approving opinion
<br />addressed to the City may be rolled upon by the Underwriter to the same extent as if such
<br />opinion was addressed to them;
<br />(4) Supplemental opinion, dated the Closing Date and addressed to the
<br />Underwriter, of Best, Best & Krieger, LLP, Bond Counsel for the City, to the effect that (i) this
<br />Bond Purchase Agreement, the Fiscal Agent Agreement and the Continuing Disclosure
<br />Agreement have been duly authorized, executed and delivered by the City, and, assuming such
<br />agreements constitute valid and binding obligations of the other parties thereto, constitute the
<br />legally valid and binding agreements of the City enforceable in accordance with their terms,
<br />except as enforcement may be limited by banlauptcy, moratorium, insolvency or other laws
<br />affecting creditor's rights or remedies and is subject to general principles of equity; (ii) the
<br />Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended,
<br />and the Fiscal Agent Agreement is exempt from qualification pursuant to the Trust Indenture Act
<br />of 1939, as amended; and (iii) the statements contained in the Official Statement under the
<br />captions "INTRODUCTION," "THE BONDS," "SECURITY FOR THE BONDS," "TAX
<br />MATTERS" and Appendices C and D (except that no opinion or belief need be expressed as to
<br />any financial or statistical data, any forecasts, any assumptions or any expressions of opinion
<br />contained in the Official Statement), insofar as such statements expressly summarize certain
<br />provisions of the Bonds, the Fiscal Agent Agreement and the opinion of such firm concerning
<br />the exclusion from gross income for federal income tax purposes and the exemption from State
<br />of California personal income taxes of interest on the Bonds, are accurate in all material respects;
<br />(5) An opinion, dated the Closing Date and addressed to the City and to the
<br />Underwriter, of Best, Best & Krieger, LLP, Disclosure Counsel for the City, to the effect that,
<br />without having undertaken to determine independently the accuracy or completeness of the
<br />statements contained in the Official Statement, but on the basis of their participation in
<br />conferences with representatives of the City, the Underwriter, Psomas and others, and their
<br />exarnination of certain documents, nothing has come to their attention which has led them to
<br />believe that the Official Statement contains any untrue statement of a material fact or omits to
<br />state a material fact required to be stated therein or necessary to make the statements therein, in
<br />light of the circumstances under which they were made, not misleading (except that no opinion
<br />or belief need be expressed as to any financial or statistical data, any forecasts, any assumptions
<br />or any expressions of opinion contained in the Official Statement);
<br />(6) A certificate, dated the Closing Date and signed by an authorized
<br />representative of the City, ratifying the use and distribution by the Underwriter of the
<br />Preliminary Official Statement and the Official Statement in connection with the offering and
<br />sale of the Bonds and certifying that (i) the representations and warranties of the City contained
<br />in Section 2 hereof are true and correct in all material respects on and as of the Closing Date with
<br />the same effect as if made on the Closing Date except that all references therein to the
<br />Preliminary Official Statement shall be deemed to be references to the Official Statement; (ii) to
<br />55B -129
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