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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Plan" " — Status of Public Improvements and Lot Development", " — Homebuilders and Status of Home Construction". and " — Status of Multi family, Retail and OfficeBusiness Park Sites'; "THE PUBLIC IMPROVEMENTS", "THE DEVELOPMENT", and "THE DEVELOPER" and, to the Developer's knowledge after due inquiry, under the captions "BONDHOLDERS' RISKS" (only as it pertains to the Developer, the Public Improvements and the Development, as defined in the Limited Offering Memorandum); "LEGAL MATTERS — Litigation — The Developer",- "CONTINUING DISCLOSURE — The Developer" and " The Developer's Compliance with Prior Undertakings", "SOURCES OFINFORIVIATION — Developer", and "APPENDIX E-2" adequately and fairly describe the information summarized under such captions. (f) In addition, based upon our conversations with representatives of the Developer at which the Preliminary Limited Offering and the Limited Offering Memorandum and related matters were discussed, and although we have not independently verified the information in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum and are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum and any amendment or supplement thereto, no facts have come to our attention that lead us to believe that the information set forth under the captions referenced in the preceding paragraph as of the date of the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum and the date hereof, contained or contains any untrue statement of a material fact, or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. We express no opinion as to the laws of any jurisdiction other than the laws of Texas and the laws of the United States of America. The opinions expressed above concern only the effect of the laws (excluding the principles of conflict of laws) of Texas and the United States of America as currently in effect. This opinion is rendered solely as the date hereof, and we assume no obligation to supplement this opinion if any applicable laws change after the date of this opinion, or if we become aware of any facts that might change the opinions expressed above after the date of this opinion. This opinion may not be relied upon by any other person except those specifically addressed in this letter. Qualifications In addition to any assumptions, qualifications and other matters set forth elsewhere herein, the opinions set forth above are subject to the following assumptions and qualifications: (a) We have not examined any court dockets, agency files or other public records regarding the entry of any judgments, writs, decrees or orders or the pendency of any actions, proceedings, investigations or litigation. (b) We have relied upon the Developer Certificate as well as the representations of the Developer contained in the Material Documents with respect to certain facts material to our D-1-5 4158-2138-4984.4