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that the approving opinion will be fully acceptable narionally in regular commercial investment <br />banking bond marketing channels. <br />Our Legal Opinion will be delivered by us on the date the Obligations are exchanged for <br />their purchase price (the "Closing"). The City will be enritled to rely on our Legal Opinion. <br />The Legal Opinion will be based on facts and law existing as of its date. In rendering our <br />Legal Opinion, we will rely upon the certified proceedings and other certifications of public officials <br />and other persons furnished to us without undertaking to verify the same by independent <br />investigarion, and we will assume continuing compliance by the City with applicable laws relating to <br />the Obligations. During the course of this engagement, we will rely on you to provide us with <br />complete and timely information on all developments pertaining to any aspect of the Obligations <br />and their security. We understand that you will direct members of your staff and other employees of <br />the City to cooperate with us in this regard. <br />Our duties in this engagement are limited to those expressly set forth above. Unless we are <br />separately engaged in writing to perform other services, our duties do not include any other services, <br />including the following: <br />(1) Preparing requests for tax rulings from the Internal Revenue Service, or no action <br />letters from the Securities and Exchange Comtnission. <br />(2) Drafting state constitutional or legislative amendments. <br />(3) Pursuing test cases or other litigation. <br />(4) Making an invesrigation or expressing any view as to the creditworthiness of the City <br />or the Obligations. <br />(5) Representing the City in Intemal Revenue Service examinations or inquiries, or <br />Securities and Exchange Comnussion investigations. <br />(6) Except as described in paragraph 1 above, assisting in the preparation of, ox opining <br />on, a continuiug disclosure undertaking pertaining to the Obligations or, aftex <br />Closing, providing advice conceming any actions necessary to assure compliance <br />with any continuing disclosure undertaking. <br />(7) After Closing, providing continuing advice to the City or any other party concerning <br />any actions necessary to assure that interest paid on the Obligations will continue to <br />be excludable from gross income for federal income tax purposes (e.g., our <br />engagement does not include rebate calculations for the Obligations). <br />(8) Addressing any other matter not specifically set forth above that is not required to <br />render our Legal Opinion. <br />Page I A-2 <br />