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contained in the Limited Offering Memorandum and makes no representation that
<br />it has independently verified the accuracy, completeness or fairness of any such
<br />statements. In its capacity as counsel to the Underwriter, to assist the Underwriter
<br />in part of its responsibility with respect to the Limited Offering Memorandum,
<br />such counsel has participated in conferences with representatives of the
<br />Underwriter, representatives of the City, and its counsel, McCall, Parkhurst &
<br />Horton L.L.P., as bond counsel, Specialized Public Finance Inc., as financial
<br />advisor, the public improvement district administrator, the Developer, and its
<br />engineers and others, during which the contents of the Limited Offering
<br />Memorandum and related matters were discussed. Based on such counsel's
<br />participation in the above-mentioned conferences (which did not extend beyond
<br />the date of the Limited Offering Memorandum), and in reliance thereon, on oral
<br />and written statements and representations of the City, the Developer and others
<br />and on the records, documents, certificates, opinions and matters herein
<br />mentioned, such counsel advises the Underwriter as a matter of fact and not
<br />opinion that, during the course of such counsel's representation of the Underwriter
<br />on this matter, no facts had come to the attention of the attorneys in such counsel's
<br />firm rendering legal service to the Underwriter in connection with the Limited
<br />Offering Memorandum which caused such counsel to believe that the Limited
<br />Offering Memorandum, as of the date of the Limited Offering Memorandum and
<br />as of the date hereof, contained or contains any untrue statement of a material fact
<br />or omitted or omits to state any material fact necessary to make the statements
<br />therein, in the light of the circumstances under which they were made, not
<br />misleading; provided that, such counsel expressly excludes from the scope of this
<br />paragraph and expresses no view or opinion about any CUSIP numbers, financial,
<br />accounting, statistical or economic, engineering or demographic data or forecasts,
<br />numbers, charts, tables, graphs, estimates, projections, assumptions or expressions
<br />of opinion, any information about verification, feasibility, valuation, appraisals,
<br />absorption, real estate or environmental matters, relationship among the parties, or
<br />any information about book -entry, DTC, Tax Matters, included or referred to
<br />therein or omitted therefrom. No responsibility is undertaken or view expressed
<br />with respect to any other disclosure document, materials or activity, or as to any
<br />information from another document or source referred to by or incorporated by
<br />reference in the Limited Offering Memorandum; and
<br />(iii) The Continuing Disclosure Agreement of Issuer satisfies the
<br />requirements contained in S.E.C. Rule 15c2 -12(b)(5) for an undertaking for the
<br />benefit of the holders of the Bonds to provide the information at the times and in
<br />the manner required by said Rule; provided that, for purposes of this opinion, such
<br />counsel is not expressing any view regarding the content of the Limited Offering
<br />Memorandum that is not expressly stated in numbered paragraph ii, above.
<br />j. Limited Offering Memorandum. The Limited Offering Memorandum and
<br />each supplement or amendment, if any, thereto.
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<br />4158-2138-4984.4
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