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8. Based upon our limited participation in the preparation of the Preliminary Limited <br />Offering Memorandum and the Limited Offering Memorandum (collectively, the "Limited <br />Offering Memorandum"), the statements and information contained in the Limited Offering <br />Memorandum with respect to the City under the captions and subcaptions "ASSESSMENT <br />PROCEDURES — Assessment Methodology" and " — Assessment Amounts," "THE CITY," <br />"THE DISTRICT," "LEGAL MATTERS Litigation The City" and "APPENDIX A" is a <br />fair and accurate summary of the law and the documents and facts summarized therein. <br />9. The adoption of the Authorizing Documents and the execution and delivery of the <br />City Documents and the compliance with the provisions of the Authorizing Documents and the <br />City Documents under the circumstances contemplated thereby, to the best of our knowledge: (a) <br />do not and will not in any material respect conflict with or constitute on the part of the City a <br />breach of or default under any agreement to which the City is a party or by which it is bound, <br />and (b) do not and will not in any material respect conflict with or constitute on the part of the <br />City a violation, breach of or default under any existing law, regulation, court order or consent <br />decree to which the City is subject. <br />This opinion may not be relied upon by any other person except those specifically <br />addressed in this letter. This opinion is made to the best of the undersigned's knowledge and <br />belief and is not a substitute for the addressees' due diligence or independent review. The <br />undersigned cannot and does not, by giving this opinion, represent the addressees and is not in <br />any way providing legal advice or services to the addressees. It is not intended to serve as a <br />substitute for the addressees' independent legal counsel; however, this opinion may be relied <br />upon by the addressees hereof and other interested parties, but only with respect to those matters <br />expressly set forth herein. This opinion does not and shall not be construed as any form of <br />guaranty or warranty of the District, the Bonds referenced herein, the Authorizing Documents, or <br />the City's obligations thereunder. <br />Sincerely, <br />Michael Cosentino <br />C-4 <br />4158-2138-4984.4 <br />