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I oz.J/ 0 THE R INF OR.. '\-fA II 0 N Ratin~5 The presently outstanding general obligation debt of the City is rated "A" by Moody's and "A" by S&P. Various outstanding issues are rated "ABa" by Moody's and "AAA" by S&P by virtue of insurance by commercial insurance companies. Applications for contract ratings on this issue have been made to Moody's and S&P. An explanation of the significance of such ratings may be obtained trom the company furnishing the rating. The ratings reflect OIÙY the respective views of such organizations and the City makes no representation as to the appropriateness of the ratings. There is no assurance that such ratings will continue for any given period of time or that they v.ill not be revised downward or withdrawn entirely by either or both of such rating companies, if in the judgment of either or both companies, circumstances so warrant 'Any such downward revision or withdrawal of such ratings, or either ofth=, may have an adverse effect on the market price of the Bonds. Litigation It is the opinion of the City Staff that there is no pending litigation against the City that would have a material adverse financial impact upon the City or its operations. Reg;istration and Qualification of Bonds for Sale The sale of the Bonds has not been registered under the Federal Securities Act of 1933, as amended, in reliance upon the exemption provided thereunder by Section 3(aX2); and the Bonds have not been qualified under the Securities Act of Texas in reliance upon various exemptions contained therein; nor have the Bonds been qualified under the securities acts of any jurisdiction. The City assumes no responsibility for qualification of the Bonds under the securities laws of any jurisdiction in which the Bonds may be sold, assigned, pledged, hypothecated or otherv.ise transfen-ed. TIùs disclaimer of responsibility for qualification for sale or other disposition of the Bonds shall not be construed as an interpretation of any kind with regard to the availability of any exemption trom securities registration provisions. ~al Investments and Eligibility to Secure Public Funds in Texas Section 9 of the Bond Procedures Act provides that the Bonds "shall constitute negotiable irlstruments, and are investment securities governed by Chapter 8, Texas Uniform Commercial Code, notv.ithstanding any provisions oflaw or court decision to the contrary, and are legal and authorized investments for banks, savings banks, trust companies, building and loan associations, savings and loan associations, insurance companies, fiduciaries, and trustees, and for the sinking fund of cities, tov.llS, villages, school districts, and other political subdivisions or public agencies of the State of Texas". The Bonds are eligible to secure deposits of any public funds of the state, its agencies and political subdivisions, and are legal security for those deposits to the extent of their market value. No review by the City has been made of the laws in other states to determine whether the Bonds are legal investments for various institutions in those states. ~al Opinions and No-Litigation Certificate Except as hereinafter noted, Bond Counsel has not verified and has not passed upon, and assumes no responsibility for the accuracy, completeness or fairness of the information and statements contained in the Official Statement In the performance of its duties, Bond Counsel has reviewed the information relating to the Bonds and the Ordinance contained under the captions, "Plan of Financing", "Bond Information" (exclusive of subcaptions "Book-Entry-Only System" and "Municipal Bond Insurance"), "Tax: Matters", "Other Information - Legal Investments and Eligibility to Secure Public Funds in Texas" and "Other Information - Legal Opinions and No-Litigation Certificate" contained in the Official Statement to determine whether such information purported to be shov.n therein is a fair and accurate summary of the information purported to be shov.n therein and that the information and descriptions contained under such captions relating to the provisions of applicable state and federal laws conform to such state and federal laws. The legal fee to be paid Bond Counsel for services rendered in connection with the issuance of the Bonds is contingent on the sale and delivery of the Bonds. The legal opinion will accompany the Bonds deposited v.ith DTC or will be printed on the Bonds in the event of the discontinW1:Ilce of the Book:- Entry-Only System. Certain legal matters v.ill be passed on for the UndetVlriters by their counsel, LLP., -' Texas. Financial Advisor First Southwest Company is employed as Financial Advisor to the City in connection with the issuance of the Bonds. The Financial Advisor's fee for services rendered with respect to the sale of the Bonds is contingent upon the issuance and delivery of the Bonds. First Southwest Company, in its capacity as Financial Advisor, has relied on the opinion of Bond Counsel and has not verified and does not assume any responsibility for the information, covenants and representations contained in any of