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APPENDIX D-2 <br />[LETTERHEAD OF METCALFE, WOLFF, STUART & WILLIAMS, LLP] <br />City of San Marcos, Texas <br />630 E. Hopkins <br />San Marcos, Texas 78666 <br />McCall, Parkhurst & Horton L.L.P. <br />600 Congress Ave., Suite 1800 <br />Austin, Texas 78701 <br />Michael Cosentino <br />City Attorney's Office <br />City of San Marcos <br />630 E. Hopkins <br />San Marcos, Texas 78666 <br />January 31, 2019 <br />FMSbonds, Inc. <br />100 Crescent Court, Suite 700 <br />Dallas, Texas 75201 <br />UMB Bank, N.A. <br />6034 W. Courtyard Drive, Suite 370 <br />Austin, Texas 78730 <br />$ [PRINCIPAL] <br />CITY OF SAN MARCOS, TEXAS <br />SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2019 <br />(TRACE PUBLIC IMPROVEMENT DISTRICT) <br />Ladies and Gentlemen: <br />We have served as special counsel for Highpointe Trace, LLC, a California limited <br />liability company (the "Developer") in connection with the issuance and sale by the City of San <br />Marcos, Texas (the "City"), of $ City of San Marcos, Texas, Special Assessment <br />Revenue Bonds, Series 2019 (Trace Public Improvement District Project) (the "Bonds"), <br />pursuant to Indenture of Trust dated as of January 15, 2019 (the "Indenture"), by and between <br />the City and UMB Bank, N.A., as trustee (together with its successors, the "Trustee"). Proceeds <br />from the sale of the Bonds will be used, in part, to fund certain public infrastructure <br />improvements in the development known as "Trace Public Improvement District" (the <br />"Development") located in the City. <br />The Bonds are being sold to FMSbonds, Inc. (the "Underwriter"), pursuant to that certain <br />Bond Purchase Agreement dated January 15, 2019 (the "Bond Purchase Agreement"), by and <br />among the City and the Underwriter. This opinion letter ("Opinion Letter") is being delivered <br />pursuant to Section 10(d) of the Bond Purchase Agreement. <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 />D-2-1 <br />4158-2138-4984.4 <br />