Ord 2019-003/authorizing the issuance of the City of San Marcos Special Assessment Revenue Bonds, Series 2018 (Trace Public Improvement District); approving aand authorizing an Indenture of Trust, a Bond Purchase Agreement, an Offering Memorandum, a

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assessment plan (the "Amended and Restated Service and Assessment Plan") attached as an exhibit thereto; (d) The Ordinance No. 2018-51 accepted and approved by City Council on December 12, 2018 (the "Amended and Restated Additional Assessment Ordinance" and, together with the Initial Assessment Ordinance and the Additional Assessment Ordinance, the "Assessment Ordinance"), and the amended and restated service and assessment plan (as amended and supplemented, the "Service and Assessment Plan") attached as an exhibit thereto, as such Service and Assessment Plan was updated by the Bond Ordinance; (e) The Bond Ordinance; (f) The Indenture; (g) the Amended and Restated Trace Public Improvement District Reimbursement Agreement, effective September 18, 2018 (the "Reimbursement Agreement"), executed and delivered by the City and Highpointe Trace, LLC, a California limited liability company (the "Developer"); (h) the Trace Public Improvement District Financing Agreement, dated October 20, 2015, which was amended and restated on September 18, 2018 (the "Financing Agreement"), executed and delivered by the City and the Developer, and, as consenting parties, Pacesetter Homes, LLC and Buffington Texas Classic Homes, LLC; (i) the Landowner Agreement, effective as of October 18, 2016 (the "Landowner Agreement"), executed and delivered by the City and the Developer; 0) the Agreement Regarding Fire Station, effective November 2, 2015 (the "Fire Station Agreement"), executed and delivered by the City and the Developer; (k) the Agreement Regarding Conveyance of Right of Redemption and Waiver of Agricultural Valuation (TRACE PID) dated as of January 15, 2019, executed and delivered by the City, the Developer and UMB Bank, N.A., as Escrow Agent (the "Redemption Waiver Agreement"); and (1) the Continuing Disclosure Agreement of Issuer with respect to the Bonds, dated as of January 15, 2019 (the "Continuing Disclosure Agreement of Issuer"), executed and delivered by the City and UNM Bank, N.A., as Dissemination Agent. The Creation Resolution, the Assessment Ordinance and Bond Ordinance shall herein after be referred to as the "Authorizing Documents" and the remaining documents shall herein after be collectively referred to as the "City Documents." In all such examinations, we have assumed that all signatures on documents and instruments executed by the City are genuine and that all documents submitted to me as copies conform to the originals. In addition, for purposes of this opinion, we have assumed the due authorization, execution and delivery of the City Documents by all parties other than the City. C-2 4158-2138-4984.4