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(b) The Preliminary Limited Offering Memorandum, dated January 7, 2019,
<br />relating to the issuance of the Bonds (the "Preliminary Limited Offering
<br />Memorandum");
<br />(c) The Final Limited Offering Memorandum, dated January 15, 2019,
<br />relating to the issuance of the Bonds (collectively with the Preliminary Limited Offering
<br />Memorandum, the "Limited Offering Memorandum"); and
<br />(d) Such other documents, records, agreements, and certificates of the
<br />Developer as we have deemed necessary or appropriate to enable us to render the
<br />opinions expressed below.
<br />In basing the opinions and other matters set forth herein on "our knowledge," the words
<br />"our knowledge" signify that, in the course of our representation of the Developer, the principal
<br />attorneys of this firm involved in the current actual transaction do not have actual knowledge or
<br />actual notice that any such opinions or other matters are not accurate or that any of the
<br />documents, certificates, reports and information on which we have relied are not accurate and
<br />complete. Except as otherwise stated herein, we have undertaken no independent investigation
<br />or certification of such matters. The words "our knowledge" and similar language used herein
<br />are intended to be limited to the knowledge of the attorneys within our firm who have worked on
<br />the matters contemplated by our representation as special counsel.
<br />In rendering the opinions set forth herein, we have assumed, without independent
<br />investigation, that: (i) the due authorization, execution, and delivery of each of the documents
<br />referred to in this opinion letter by all parties thereto (other than the authorization, execution, and
<br />delivery by the Developer) and that each such document constitutes a valid, binding, and
<br />enforceable obligation of each party (other than the Developer) thereto, (ii) all of the parties to
<br />the documents referred to in this opinion letter are duly organized, validly existing, in good
<br />standing and have the requisite power, authority (corporate, limited liability company,
<br />partnership or other) and legal right to execute, deliver, and perform its obligations under such
<br />documents (except to the extent set forth in our opinions set forth herein regarding valid
<br />existence and power and authority of the Developer to execute, deliver, and perform its
<br />obligations under the Material Documents), (iii) each certificate from governmental officials
<br />reviewed by us is accurate, complete, and authentic, and all official public records are accurate
<br />and complete, (iv) the legal capacity of all natural persons, (v) the genuineness of all signatures
<br />(other than those of the Developer in respect of the Material Documents), (vi) the authenticity
<br />and accuracy of all documents submitted to us as originals, (vii) the conformity to original
<br />documents of all documents submitted to us as photostatic or certified copies, (viii) that no laws
<br />or judicial, administrative, or other action of any Governmental Authority (as defined in
<br />Schedule I attached hereto) of any jurisdiction not expressly opined to herein would adversely
<br />affect the opinions set forth herein, and (ix) that the execution and delivery by each party of, and
<br />performance of its agreements in, the Material Documents do not breach or result in a default
<br />under any existing obligation of such party under any agreements, contracts or instruments to
<br />which such party is a party to or otherwise subject to or any order, writ, injunction or decree of
<br />any court applicable to such party.
<br />D-1-3
<br />4158-2138-4984.4
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