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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Based upon and subject to the foregoing and the qualifications hereinafter set forth, we are of the opinion that: Based solely on the California Good Standing Certificate, the Developer is a limited liability company duly formed, validly existing and in good standing under the laws of the State of California. Based solely on the Texas Good Standing Certificate, the Developer is qualified to transact business as a foreign limited liability company in the State of Texas. 2. The Developer has the limited liability company power and authority to execute and deliver the Material Documents to which it is a party and to perform its obligations thereunder. 3. The execution and delivery by the Developer of the Material Documents to which it is a party, and the performance by the Developer of its obligations under such Material Documents have been duly authorized by all necessary limited liability company action of the Developer. 4. The execution and delivery by the Developer of the Material Documents to which it is a party and the performance of the obligations of the Developer thereunder do not violate any of the terms, conditions or provisions of the Developer Governance Documents. Our opinions expressed above are subject to the following additional qualifications: (a) Except for the Material Documents and the documents listed as items (b) through (i) above, we have not reviewed, and express no opinion as to, any other contracts or agreements to which the Developer is a party or by which the Developer is or may be bound. (b) Our opinion is based upon and relies upon the current status of law, and in all respects is subject to and may be limited by future legislation or case law. The opinions expressed herein represent our reasonable professional judgment as to the matters of law addressed herein, based upon the facts presented or assumed, and are not guarantees that a court will reach any particular result. This Opinion Letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. This Opinion Letter is given as of the date hereof, and we expressly disclaim any obligation to update or supplement our opinions contained herein to reflect any facts or circumstances that may hereafter come to our attention or any changes in laws that may hereafter occur. This Opinion Letter and the opinions contained herein may be relied upon only by those persons specifically addressed in this Opinion Letter but may not be relied upon by any other person or entity without our prior written consent and may not be used, circulated, furnished, quoted or otherwise referred to for any other purpose without our prior written consent. D-2-4 4158-2138-4984.4