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APPENDIX C <br />[LETTERHEAD OF CITY ATTORNEY] <br />January 31, 2019 <br />FMSbonds, Inc. UMB Bank, N.A. <br />100 Crescent Court, Suite 700 6034 W. Courtyard Drive, Suite 370 <br />Dallas, Texas 75201 Austin, Texas 78730 <br />City of San Marcos, Texas <br />630 East Hopkins <br />San Marcos, Texas 78666 <br />$ [PRINCIPAL] <br />CITY OF SAN MARCOS, TEXAS, <br />SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2019 <br />(TRACE PUBLIC IMPROVEMENT DISTRICT) <br />Ladies and Gentlemen: <br />The undersigned serves as the City Attorney for the City of San Marcos, Texas (the <br />"City"), and has, in that capacity, provided legal review in connection with the issuance and sale <br />of $[PRINCIPAL] "City of San Marcos, Texas, Special Assessment Revenue Bonds, Series 2019 <br />(Trace Public Improvement District)" (the "Bonds"), by the City, a political subdivision of the <br />State of Texas. <br />The Bonds are authorized pursuant to Ordinance No. and enacted by the City <br />Council of the City (the "City Council") on January 15, 2019 (the "Bond Ordinance") and shall <br />be issued pursuant to the provisions of Subchapter A of the Public Improvement District <br />Assessment Act, Chapter 372, Texas Local Government Code, as amended (the "Act") and the <br />Indenture of Trust dated as of January 15, 2019 (the "Indenture") by and between the City and <br />UMB Bank, N.A., Austin, Texas (the "Trustee"). Capitalized terms not defined herein shall have <br />the same meanings as in the Indenture, unless otherwise stated herein. <br />In connection with rendering this opinion, we have reviewed the: <br />(a) The Resolution No. 2015-145R (the "Creation Resolution") enacted by the City <br />Council on October 20, 2015; <br />(b) The Ordinance No. 2016-42 accepted and approved by City Council on October <br />18, 2016 (the "Initial Assessment Ordinance"), and the service and assessment plan (the "Initial <br />Service and Assessment Plan") attached as an exhibit thereto; <br />(c) The Ordinance No. 2018-38 accepted and approved by City Council on October <br />16, 2018 (the "Additional Assessment Ordinance"), and the amended and restated service and <br />C-1 <br />4158-2138-4984.4 <br />