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terms offered to the Issuer by the Underwriter based upon the market conditions and other <br />factors that determine interest rates and pricing information. In connection with the offering <br />of the Bonds, the City Council will approve an offering document called an "Official <br />Statement" that contains financial and operating data concerning the Issuer, and information <br />that describes the Bonds. The Issuer is responsible for the information that is contained in <br />the Official Statement to the extent that it describes the Bonds and the Issuer. Some <br />information in the Official Statement has been prepared by others, including the bond <br />insurer, if any, and the Underwriter, and the Issuer is not responsible for that information. <br />As your Bond Counsel, we have reviewed the Official Statement to ensure that the <br />information describing the Bonds and the Ordinance are correct. As Bond Counsel we do <br />not review other areas of the Official Statement. If you know of any information that an <br />investor would consider to be material in order to make an investment decision, and that <br />information is omitted from, or incorrect in, the Official Statement, the Underwriter needs <br />to know, so that it can correct the Official Statement. <br />B. SCOPE OF ENGAGEMENT <br />In this engagement, we have performed, or expect to perform, the following duties: <br />(1) Subj ect to the completion of proceedings to our satisfaction, render our legal opinion <br />(the "Bond Opinion"), regarding the validity and binding effect of the Bonds, the <br />source of payment and security for the Bonds, and the excludability of interest on the <br />Bonds from gross income for federal income tax purposes. <br />(2) Prepare and review documents necessary or appropriate to the authorization, <br />issuance and delivery of the Bonds, coordinate the authorization and execution of <br />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 Bonds, except that <br />we will not be responsible for any required federal or state securities law filings. In <br />this connection, we particularly undertake to assist the Issuer in having the Bonds <br />approved by the Public Finance Division of the Office of the Texas Attorney <br />General, and, following such approval, registered by the Texas Comptroller of Public <br />Accounts. <br />(4) Review legal issues relating to the structure of the Bond issue. <br />(5) Review those sections of the Official Statement to be disseminated in connection <br />with the sale of the Bonds which describe the Bonds, the Ordinance pursuant to <br />which they will be issued and the tax-exempt treatment of the interest on the Bonds <br />for purposes of federal income taxation. <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 Bonds. <br />1~ n~l7 J"_ <br />