08-ordinance authorizing the issuance and sale of the City's Combination Tax & Revenue Certificates of Obligation

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that describes the Certificates. The Issuer is responsible for the information that is contained in the Official Statement ta the extent that it describes the Certificates and the Issuer. B. SCOPE OF ENGAGEMENT In this engagement, we 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 Certificates, the source of payment and security for the Certificates, and the excludability of interest on the Certificates from gross income for Federal income tax purposes. Our Bond Opinion will be delivered by us an the date the Certificates are exchanged for their purchase price (the "Closing"). The Issuer will be entitled to rely on our Bond Opinion. The Bond Opinion will be based on facts and law existing as of its date. In rendering our Bond Opinion, we will rely upon the cei-tified proceedings and other certifications of public officials and other persons furnished to us withaut undertaking to verify the same by independent investigation, and we will assume continuing compliance by the Issuer with applicable laws relating to the Certificates. During the course of this engagement, we will rely on you to provide us with complete and timely information on all developments pertaining to any aspect of the Certificates and their security. We understand that you will direct members of your staff and other employees of the Issuer to cooperate with us in this regard. (2) Prepare and review documents necessary or appropriate to the authorization, issuance and delivery of the Certificates, coordinate the authorization and execution of such documents, and review enabling legislation. (3) Assist the Issuer in seeking from other governmental authorities sucb approvals, permissions and exemptions as we determine are necessary or appropriate in connection with the authorization, issuance and delivery of the Certificates, except that we will not be responsible for any required federal or state securities law filings. In this connection, we particularly undertake to assist the Issuer in having the Certificates approved by the Public Finance Division of the Office of the Texas Attorney General, and, following such approval> registered by the Texas Comptroller of Public Accounts. (4) Review legal issues relating to the structure of the Certificate issue. (5) Review those sections of the official statement to be disseminated in connection with the sale of the Certificates that describe the Certificates, the Ordinance pursuant to which they will be issued and the tax-exempt treatment of the interest an the Certificates for purposes of federal income taxation. Page 3 of 6