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Assumptions and Bases for Opinions and Assurances
<br />In our capacity as special counsel to the Developer, and for purposes of rendering the
<br />opinions set forth herein, we have examined originals or copies, certified or otherwise identified
<br />to our satisfaction, of:
<br />(a) The following documents being executed, entered into and/or issued, as
<br />the case may be, in connection with the issuance of the Bonds (collectively, the "Material
<br />Documents"):
<br />(1) The Bond Purchase Agreement;
<br />(2) The Amended and Restated Trace Public Improvement District
<br />Reimbursement Agreement, effective September 18, 2018, executed and
<br />delivered by the City and the Developer (as amended, the
<br />"Reimbursement Agreement");
<br />(3) The Trace Public Improvement District Financing Agreement, dated
<br />October 20, 2015, which was amended and restated on September 18,
<br />2018, executed and delivered by the City and the Developer, and, as
<br />consenting parties, Pacesetter Homes, LLC and Buffington Texas Classic
<br />Homes, LLC (the "Financing Agreement');
<br />(4) The Landowner Agreement, effective as of October 18, 2016, executed
<br />and delivered by the City and the Developer (the "Landowner
<br />Agreement");
<br />(5) The Agreement Regarding Fire Station, effective November 2, 2015,
<br />executed and delivered by the City and the Developer (the "Fire Station
<br />Agreement");
<br />(6) The Land Contribution Agreement, dated as of April 17, 2018, executed
<br />and delivered by the Developer and the San Marcos Consolidated
<br />Independent School District (the "Elementary School Agreement");
<br />(7) The Continuing Disclosure Agreement of Developer with respect to the
<br />Bonds, dated as of January 15, 2019, executed and delivered by the
<br />Developer, P3Works, LLC, as PID Administrator, and UMB Bank, N.A,
<br />as Dissemination Agent (the "Continuing Disclosure Agreement of
<br />Developer");
<br />(8) Developer Letter of Representations dated January 15, 2019 and the
<br />Closing Certificate of the Developer, dated as of the date hereof (together,
<br />the "Developer Certificate"); and
<br />(9) The Agreement Regarding Conveyance of Right and Redemption and
<br />Waiver of Agricultural Valuation (Trace PID) dated as of January 15,
<br />2019, executed and delivered by the City, the Trustee, and the Developer
<br />(the "Redemption Waiver Agreement");
<br />D-1-2
<br />4158-2138-4984.4
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