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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(d) Agreement of Limited Partnership of Highpointe Posey Road, L.P., a California limited partnership and managing member of the Developer, made and entered into on January 30, 2015 (the "Agreement of Limited Partnership"); (e) Operating Agreement for the Developer made and entered into as of March 28, 2016 (together with the Articles of Incorporation, Articles of Organization, and Agreement of Limited Partnership, the "Developer Governance Documents"); (f) Signing Authorization of Highpointe Investments, Inc. dated as of January 1, 2016 (the "Signing Authorization"); (g) Certificate of Status for the Developer issued by the California Secretary of State on December 3, 2018, and Entity Status Letter for the Developer issued by the California Franchise Tax Board dated November 28, 2018 (collectively, the "California Good Standing Certificate", attached hereto); (h) Certificate of Fact for the Developer issued by the Texas Secretary of State on November 28, 2018 and Certificate of Account Status issued by the Texas Comptroller of Public Accounts on December 19, 2018 (collectively, the "Texas Good Standing Certificate"); and (i) Developer's Opinion Certificate executed by an officer of the Developer, dated as of the date hereof (the "Developer's Opinion Certificate", attached hereto). In rendering the opinions set forth herein, we have assumed, without independent investigation, that: (i) each certificate from governmental officials reviewed by us is accurate, complete, and authentic, the absence of change in the information contained therein from the effective date of any such certificate and all official public records are accurate and complete, (ii) the legal capacity of all natural persons, (iii) the authenticity and accuracy of all documents submitted to us as originals, (iv) the conformity to original documents of all documents submitted to us as photostatic or certified copies, (v) no laws or judicial, administrative, or other action of any governmental authority of any jurisdiction not expressly opined to herein would adversely affect the opinions set forth herein, and (vi) there have been no undisclosed modifications of any document reviewed by us in connection with the rendering of this Opinion Letter. As to any facts material to our opinions expressed herein, we have relied upon the representations and warranties of the Developer contained in the Material Documents and upon the Developer's Opinion Certificate (attached hereto) with respect to certain factual matters. Except as otherwise specifically indicated herein, we have made no independent investigation regarding any of the foregoing documents or the representations contained therein. This Opinion Letter is limited in all respects to the laws of the United States, the Business Organizations Code of the State of Texas and the Corporations Code of the State of California, and we express no opinion as to the laws of any other jurisdiction, including any other laws of the State of Texas. D-2-3 4158-2138-4984.4