20 - General Olbigation Refunding Bonds, Series 2020

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that they are being called for redemption; (vi) approval of an escrow deposit agreement whereby the proceeds of the Bonds that are issued for refunding purposes will be used to pay the debt service on the Refunded Bonds and (vii) certain other covenants of the Issuer that are designed to allow the Issuer to issue the Bonds as tax-exempt obligations. As you can see from the foregoing description, the Ordinance is an omnibus undertaking of the Issuer that is intended to provide for all actions and undertakings that are required for the issuance of the Bonds. There will be other certificates and letters that will be required to be executed by officers of the Issuer on the Sale Date, and they all spring from, and are authorized by, the Ordinance. (3) As noted above, the Bonds will be sold to the Purchaser in accordance with the provisions of the Ordinance and, in addition, the Purchaser will want the Issuer to sign a Private Placement Agreement (the "Sale Agreement") on the Sale Date that will set forth the terms of the sale of the Bonds. We will draft the Sale Agreement, and you should know that while it is a fairly routine form of document for this type of transaction, it does commit the Issuer to sell the Bonds to the Purchaser at the price to be negotiated between the Issuer and the Purchaser. In addition, it may contain representations of the Issuer to the Purchaser to the effect that the Issuer is authorized to issue the Bonds and that it has made full disclosure to the Purchaser and the bond investors of all material information. As a condition to the Purchaser's payment for the Bonds, the Purchaser will require this firm to deliver our Bond Counsel opinion to them, in which we will opine that the Bonds are valid obligations of the Issuer and that, assuming ongoing compliance by the Issuer with the provisions of the Ordinance, the interest on the Bonds will be exempt from federal income taxation. The Sale Agreement will also require the delivery of an opinion of the Texas Attorney General approving the Bonds, as is required by State law. We will review the Issuer's representations and agreements in the Sale Agreement to ensure that it is appropriate for the Issuer to make the representations and agreements of the nature contained in the Sale Agreement. However, ifthere are any unusual financial or legal circumstances affecting the Issuer that would make the covenants, representations or statements made by the Issuer in the Sale Agreement untrue, you should let the Purchaser, your financial advisor and/or the undersigned know about them as soon as possible. B. SCOPE OF ENGAGEMENT In this engagement, we have performed, or expect to perform, the following duties: (1) Subject to the completion ofproceedings to our satisfaction, render our legal opinion (the "Bond Opinion"), regarding the validity and binding effect of the Bonds, the source of payment and security for the Bonds, and the excludability of interest on the Bonds from gross income for federal income tax purposes. Page 2