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08 - Certificates of Obligation Series 2021 - Wastewater Plant
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08 - Certificates of Obligation Series 2021 - Wastewater Plant
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in the Official Statement to the extent that it describes the Certificates and the Issuer. As <br />your Bond Counsel and as Disclosure Counsel to the Issuer, we have reviewed the Official <br />Statement to ensure that the information describing the Certificates and the Ordinance are <br />correct and for the purpose of conducting a standard due diligence review of the Official <br />Statement. If you know of any information that an investor would consider to be material in <br />order to make an investment decision, and that information is omitted from, or incorrect in, <br />the Official Statement, the Purchaser needs to know, and the Official Statement should be <br />corrected in that regard. <br />B. SCOPE OF ENGAGEMENT <br />In this engagement, we have performed, or expect to perform, the following duties: <br />(1) Subject to the completion of proceedings to our satisfaction, render our legal <br />opinions (collectively, the "Bond Opinion"), regarding the validity and binding effect <br />of the Certificates, the source of payment and security for the Certificates, and the <br />excludability of interest on the Certificates from gross income for federal income tax <br />purposes. <br />(2) Prepare and review documents necessary or appropriate for the authorization, <br />issuance and delivery of the Certificates, coordinate the authorization and execution <br />of such documents, and review enabling legislation. <br />(3) Assist the Issuer in seeking from other governmental authorities such approvals, <br />permissions and exemptions as we determine are necessary or appropriate in <br />connection with the authorization, issuance and delivery of the Certificates, except <br />that we will not be responsible for any required federal or state securities law filings. <br />In this connection, we particularly undertake to assist the Issuer in having the <br />Certificates approved by the Public Finance Division of the Office of the Texas <br />Attorney General, and, following such approval, registered by the Texas Comptroller <br />of Public Accounts. <br />(4) Review legal issues relating to the structure of the Certificate issue. <br />(5) (A) Review those sections of the Official Statement to be disseminated in connection <br />with the sale of the Certificates which describe the Certificates, the Ordinance <br />pursuant to which they will be issued and the tax-exempt treatment of the interest on <br />the Certificates for purposes of federal income taxation and (B) conduct a due <br />diligence review of the Official Statement as disclosure counsel to the Issuer. <br />(6) If requested, assist the Issuer in presenting information to bond rating organizations <br />and bond insurers relating to legal issues affecting the issuance of the Certificates. <br />
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