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<br /> Iz..~ EI <br /> collateral federal tax consequences to, among others, financial <br /> institutions, certain insurance compani€,:s, certain foreign <br /> corporations doing business in the United states, individual <br /> recipients of Social Security or Railroad Retirement benefits, <br /> taxpayers who may be deemed to have incurred or continued <br /> indebtedness to purchase or carry tax-exempt obligations, and S <br /> corporations with subchapter C earnings and profits. Prospective <br /> purchasers should consult their own tax advisors, as to the <br /> applicability of these and other such collateral consequences to <br /> their particular circumstances. <br /> THE OPINIONS CONTAINED HEREIN are limited to the extent that <br /> the rights of the registered owners of the Bonds and the <br /> enforceability thereof may be subject to bankruptcy, insolvency, <br /> reorganization, moratorium and other similar laws affecting <br /> creditors' rights or remedies generally and to the extent that <br /> certain equitable remedies, including specific performance, may be <br /> unavailable. <br /> WE HAVE ACTED AS BOND COUNSEL for the City for the sole <br /> purpose of rendering an opinion with respect to the legality and <br /> validity of the Bonds of this series under the Constitution and laws <br /> of the State of Texas and with respect to the application to the <br /> Bonds of those provisions of the Code as to which an opinion is <br /> rendered herein and for no other reason or purpose. We have not <br /> been requested to investigate or verify and have" not independently <br /> investigated or verified any records, data or other material <br /> relating to the financial condition or capabilities of the City and <br /> have not assumed any responsibility with respect thereto. <br /> Respectfully, <br /> I <br /> 4582f <br /> -3- <br />