Disclosure Counsel Opinion. An opinion of XxXxxx, Xxxxxxxxx & Xxxxxx, L.L.P., as Disclosure Counsel to the City, dated the Closing Date and addressed to the City in a form acceptable to the City.
Disclosure Counsel Opinion. The opinion of Xxxxxx Xxxxxxx Xxxxxx, dated the Closing Date and addressed to the District and the Underwriter, substantially to the effect that based on such counsel’s participation in conferences with the Underwriter, the financial advisor to the District, the District and others, during which conferences the contents of the Preliminary Official Statement and related matters were discussed, and in reliance thereon and on the records, documents, certificates and opinions described therein, such counsel advises the District that during the course of its engagement as Disclosure Counsel no information came to the attention of such counsel’s attorneys rendering legal services in connection with such representation which caused such counsel to believe that the Preliminary Official Statement, as of its date, Official Statement as of its date and as of the Closing Date (except for any financial or statistical data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion, Appendices B, C, E and F, or any information about DTC or its book-entry-only system included therein, as to which such counsel need express no opinion or view) contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Disclosure Counsel Opinion. An opinion, dated the Closing Date and addressed to the District and the Underwriter, of Disclosure Counsel, to the effect that without having undertaken to determine independently the accuracy or completeness of the statements contained in the Preliminary Official Statement and the Official Statement, but on the basis of their participation in conferences with representatives of the District, the Underwriter and others, and their examination of certain documents, nothing has come to their attention which has led them to believe that the Preliminary Official Statement as of its date and the Official Statement as of its date and as of the Closing Date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (except that no opinion or belief need be expressed as to any financial or statistical data contained in the Official Statement);
Disclosure Counsel Opinion. The opinion of Co-Disclosure Counsel to the City, dated the Closing Date. Supplemental Opinion. A supplemental opinion of Co-Bond Counsel dated the Closing Date and addressed to the City and the Underwriter, in form and substance acceptable to counsel for the Underwriter, to the following effect: Except to the extent noted therein, Co-Bond Counsel has not verified and is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements and information contained in the Limited Offering Memorandum, but that Co-Bond Counsel has reviewed the statements and information appearing under the captions “PLAN OF FINANCE – The Bonds” (except the last paragraph thereof), “DESCRIPTION OF THE BONDS,” “SECURITY FOR THE BONDS,” “ASSESSMENT PROCEDURES” (except for the subcaptions “Assessment Methodology” and “Major Improvement Special Assessment Amounts”), “TAX MATTERS,” “LEGAL MATTERS – Legal Proceedings,” “LEGAL MATTERS – Legal Opinions,” “SUITABILITY FOR INVESTMENT,” “CONTINUING DISCLOSURE” (except for the subcaption “Compliance with Prior Undertakings,” and “The Developer”), “REGISTRATION AND QUALIFICATION OF BONDS FOR SALE,” “LEGAL INVESTMENT AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS,” “APPENDIX B – FORM OF INDENTURE” and “APPENDIX E1 – FORM OF DISCLOSURE AGREEMENT OF THE ISSUER” and Co-Bond Counsel is of the opinion that the information relating to the Bonds, the Bond Ordinance, the Assessment Ordinance and the Indenture contained therein fairly and accurately describes the laws and legal issues addressed therein and, with respect to the Bonds, such information conforms to the Bond Ordinance, the Assessment Ordinance and the Indenture; The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; The City has full power and authority to adopt the Assessment Ordinance, the Creation Ordinance and the Bond Ordinance and perform its obligations thereunder and the Assessment Ordinance, the Creation Ordinance and the Bond Ordinance have been duly adopted, are in full force and effect and have not been modified, amended or rescinded; and The Reimbursement Agreement, the Redemption/Waiver Agreement, the Issuer Continuing Disclosure Agreement and this Agreement have been duly authorized, executed and delivered by the City and, assuming the due authorizati...
Disclosure Counsel Opinion. An opinion of Xxxxxx Xxxxx LLP as disclosure counsel (“Disclosure Counsel”), dated the Closing Date and addressed to the District and the Underwriter, to the effect that without having undertaken to determine independently the accuracy or completeness of the statements contained in the Preliminary Official Statement and the Official Statement, but on the basis of their participation in conferences with representatives of the District, the Underwriter and others, and their examination of certain documents, nothing has come to their attention which has led them to believe that the Preliminary Official Statement as of its date, and the Official Statement as of its date and as of the Closing Date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (except that no opinion or belief need be expressed as to DTC and its book entry only system, or any financial or statistical data contained in the Official Statement);
Disclosure Counsel Opinion. A letter of The Xxxxxxxx & Xxxxxx, LLP, as disclosure counsel to the City (“Disclosure Counsel”), addressed to the Underwriter and the City, to the effect that nothing has come to such counsel’s attention that would lead them to believe that the Official Statement, as of its date and as of the Closing (but excluding therefrom the appendices thereto, financial statements and statistical data, and information regarding The Depository Trust Company and its book-entry system, [and information regarding the Insurer, the Policy and the Reserve Policy,] as to which no opinion need be expressed), contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Disclosure Counsel Opinion. An opinion of Xxxxx Xxxx, as Disclosure Counsel to the District, dated the Closing Date and addressed to the District and the Underwriter, and in form acceptable to the Underwriter, substantially to the effect that, based upon its participation in the preparation of the Official Statement and without having undertaken to determine independently the fairness, accuracy or completeness of the statements contained in the Official Statement, Disclosure Counsel has no reason to believe that, as of the date of the Closing, the Official Statement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (excluding therefrom the reports, financial and statistical data and forecasts therein, the information included in the Appendices A, C, F and G thereto, and information relating to The Depository Trust Company and its book-entry system, as to which no opinion need be expressed);
Disclosure Counsel Opinion. A letter of Xxxxx Xxxx LLP, as disclosure counsel to the Issuer (“Disclosure Counsel”), addressed to the Underwriter and the Issuer, to the effect that, based upon the information made available to them in the course of their participation in the preparation of the Preliminary Official Statement and the Official Statement and without passing on and without assuming any responsibility for the accuracy, completeness and fairness of the statements in the Preliminary Official Statement and the Official Statement, and having made no independent investigation or verification thereof, and stated as a matter of fact and not opinion that, during the course of its representation of the Issuer on this matter, no facts came to the attention of the attorneys in its firm rendering legal services in connection with the Preliminary Official Statement and the Official Statement which caused them to believe that the Preliminary Official Statement, as of its date and as of the date hereof, or the Official Statement, as of its date and as of the date of the Closing (except information relating to DTC and its book-entry system, which shall be expressly excluded from the scope of this paragraph and as to which such firm will express no opinion or view) contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
Disclosure Counsel Opinion. An opinion of Xxxxx Xxxxxxx LLP, as disclosure counsel, dated the Closing Date and addressed to the District;
Disclosure Counsel Opinion. A letter of Xxxxx Xxxx, A Professional Law Corporation, Disclosure Counsel, dated the Closing Date and addressed to the District and the Underwriter, to the effect that, without having undertaken to determine independently the accuracy or completeness of the statements contained in the Preliminary Official Statement and the final Official Statement, but on the basis of their participation in conferences with representatives of the District, the Underwriter and others, and their examination of certain documents, nothing has come to their attention which has led them to believe that the Preliminary Official Statement as of its date and the date hereof, and the final Official Statement as of its date and as of the Closing Date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (except that no opinion or belief need be expressed as to any financial or statistical data contained in the Preliminary Official Statement or the final Official Statement, or with respect to DTC and the book-entry system).
