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DEVELOPER'S OPINION CERTIFICATE <br />The undersigned, Timothy D. England, the Senior Vice President for Highpoints Trace, <br />LLC, a California limited liability company (the "Developer"), to enable the law firm of <br />Metcalfe Wolff Stuart & Williams, LLP ("MWSW") to render certain legal opinions (the <br />"Opinion Letters") to the City of San Marcos, Texas (the "City") and FMSbonds, Inc. (the <br />"Underwriter"), pursuant to that certain Bond Purchase Agreement dated January 15, 2019, by <br />and among the Underwriter and the City, hereby certifies to MWSW that to the best of my <br />knowledge, information and belief: <br />1. For the purposes of this Certificate, (a) the "Material Documents" are listed under item <br />(a) of the Opinion Letters and are more specifically defined in the Opinion Letters; and <br />(b) the "Developer Governance Documents" are listed as items (b) through (e) of the <br />Opinion Letters, are more specifically defined therein, and have not been amended or <br />modified. <br />2. I have made due inquiry of all persons deemed necessary or appropriate to verify or confirm <br />the statements contained herein. <br />3. The execution and delivery by the Developer of the Material Documents to which the <br />Developer is a party and the performance of the obligations of the Developer thereunder do <br />not violate any of the terms, conditions or provisions of the Developer Governance <br />Documents. <br />4. The public improvement district financing as more fully set forth in item (a) 1 through 9 of <br />the Opinion Letters are contemplated by the Business Plan and Proforma Budget as such <br />terms are defined in the Developer Governance Documents. <br />5. A true and correct copy of each of the Developer Governance Documents, as amended to <br />date, and a true and correct copy of the Signing Authorization of Highpointe Investments, <br />Inc., the general partner of the managing member of the Developer (the "Signing <br />Authorization", listed as item (f) of the Opinion Letter), are in the possession of MWSW. <br />The Signing Authorization has not been amended or modified and remains in full force and <br />effect. <br />6. The representations and warranties made by the Developer in the Material Documents are <br />accurate and complete and MWSW may rely upon such representations and warranties. <br />[SIGNATURE PAGE FOLLOWS] <br />D-2-7 <br />4158-2138-4984.4 <br />