Common use of Supplemental Opinion Clause in Contracts

Supplemental Opinion. A supplemental opinion of Bond Counsel in form and substance satisfactory to the Underwriter, dated the Closing Date and addressed to the District and the Underwriter, to the effect that: (i) the description of the Bonds and the security for the Bonds and statements in the Official Statements on the cover page thereof and under the captions “INTRODUCTION,” “THE BONDS”, “SECURITY FOR THE BONDS”, “TAX MATTERS” and “CONTINUING DISCLOSURE” to the extent they purport to summarize certain provisions of the Bond Resolution, the Bonds, the Continuing Disclosure Certificate, California law or federal law, fairly and accurately summarize the matters purported to be summarized therein; provided that Bond Counsel need not express any opinion with respect to any financial or statistical data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion, or information relating to DTC or its book-entry only system included therein; (ii) assuming due authorization, execution and delivery by the parties to this Purchase Agreement other than the District, this Purchase Agreement and the Continuing Disclosure Certificate have been duly authorized, executed and delivered by the respective parties thereto and constitute legal, valid and binding agreements of the District and are enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except as their enforcement may be subject to the application of equitable principles and the exercise of judicial discretion in appropriate cases if equitable remedies are sought; and (iii) the Bonds are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Bond Resolution is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended;

Supplemental Opinion. A supplemental opinion or opinions of Bond Counsel in form and substance satisfactory to the UnderwriterUnderwriters, dated the Closing Date and addressed to the District and the UnderwriterUnderwriters, to the effect that: (i) the description of the Bonds and the security for the Bonds and statements in the Official Statements Statement on the cover page thereof and under the captions “INTRODUCTION,” “THE BONDS”” (excluding any and all information contained with respect to the Book-Entry Only System of DTC), “SECURITY FOR THE BONDS”, REFINANCING PLAN,” “TAX MATTERS” and “CONTINUING DISCLOSURE” to the extent they purport to summarize certain provisions of the Bond Resolution, the BondsPaying Agent Agreement, the Continuing Disclosure Certificate, the Escrow Agreement, California law or federal law, fairly and accurately summarize the matters purported to be summarized therein; provided that Bond Counsel need not express any opinion with respect to any financial or statistical data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion, or information relating to DTC or its book-entry only system included therein; (ii) assuming due authorization, execution and delivery by the parties to this Purchase Agreement other than the District, this Purchase Agreement, the Paying Agent Agreement and the Continuing Disclosure Certificate have been duly authorized, executed and delivered by the respective parties thereto and constitute legal, valid and binding agreements of the District and are enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except as their enforcement may be subject to the application of equitable principles and the exercise of judicial discretion in appropriate cases if equitable remedies are sought; and; (iii) the Bonds are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Bond Resolution Paying Agent Agreement is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended;; and (iv) the Refunded Bonds have been defeased in accordance with the documents authorizing the issuance thereof.

Supplemental Opinion. A supplemental opinion of Bond Counsel in form and substance satisfactory to the Underwriter, dated the Closing Date and addressed to the District and the Underwriter, to the effect that: (i) the description of the Bonds and the security for the Bonds and statements in the Official Statements Statement on the cover page thereof and under the captions “INTRODUCTION,” ”, “THE BONDS”, (excluding any and all information contained under the subheading “–Book-Entry Only System”), “SECURITY FOR THE BONDS”, ,” “TAX MATTERS,” and “CONTINUING DISCLOSURE,” to the extent they purport to summarize certain provisions of the Bond Resolution, the Bonds, the Continuing Disclosure Certificate, Certificate and California law or federal law, fairly and accurately summarize the matters purported to be summarized therein; provided that Bond Counsel need not express any opinion with respect to any financial or statistical data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion, or information relating to DTC or its book-entry only system included therein; (ii) assuming due authorization, execution and delivery by all the parties to thereto, the Continuing Disclosure Certificate, and this Purchase Agreement other than the District, this Purchase Agreement and the Continuing Disclosure Certificate have each been duly authorized, executed and delivered by the respective parties thereto and constitute legal, valid and binding agreements of the District and are enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except as their enforcement may be subject to the application of equitable principles and the exercise of judicial discretion in appropriate cases if equitable remedies are sought; and; (iii) the Bonds are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Bond Resolution is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended;; and

Supplemental Opinion. A supplemental opinion of Bond Counsel in form and substance satisfactory to the Underwriter, dated the Closing Date and addressed to the District and the Underwriter, which may be provided in one or more opinion letters, to the effect that: (i) the description of the Bonds and the security for the Bonds and statements in the Official Statements Statement on the cover page thereof and under the captions “INTRODUCTION,” “THE BONDS”, “SECURITY FOR THE BONDS”, “TAX MATTERS” and “CONTINUING DISCLOSURE” to the extent they purport to summarize certain provisions of the Bonds, the Bond Resolution, the Bonds, the Continuing Disclosure Certificate, Certificate and the form and content of Bond Counsel’s approving opinion regarding the treatment of interest on the Bonds under California law or federal law, fairly and accurately summarize the matters purported to be summarized therein; provided that Bond Counsel need not express any opinion with respect to any financial or statistical data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion, or information relating to DTC or its book-entry only system and the Bond Insurer and the Bond Insurance Policy included therein; (ii) assuming due authorization, execution and delivery by the parties to this Purchase Agreement and the Escrow Agreement other than the District, this Purchase Agreement Agreement, the Escrow Agreement, and the Continuing Disclosure Certificate have been duly authorized, executed and delivered by the respective parties thereto District and constitute legal, valid and binding agreements of the District and are enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except as their enforcement may be subject to the application of equitable principles and the exercise of judicial discretion in appropriate cases if equitable remedies are sought; and; (iii) the Bonds are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Bond Resolution is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended;; and (iv) the Refunded Bond have been discharged and defeased in accordance with the documents governing their original issuance.

Supplemental Opinion. A supplemental opinion of Bond Counsel in form and substance satisfactory to the UnderwriterCounsel, dated the date of the Closing Date and addressed to the District Town and the Underwriter, to the effect that: (i) the description of the Refunding Bonds and the security for the Refunding Bonds and statements in the Official Statements Statement on the cover page thereof and under the captions “INTRODUCTION,” “THE REFUNDING BONDS”, “SECURITY FOR THE REFUNDING BONDS”, ” and “TAX MATTERS” and “CONTINUING DISCLOSURE,” to the extent they purport to expressly summarize certain provisions of the Bond ResolutionRefunding Bonds, the BondsResolution, the Continuing Disclosure Certificate, Certificate and the form and content of Bond Counsel’s approving opinion with respect to the treatment of interest on the Refunding Bonds under California law or and federal law, fairly and accurately summarize the matters purported to be summarized therein; provided that Bond Counsel need not express any opinion with respect to any financial or statistical data data, or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion, DTC or information relating related to DTC or its book-entry only system included thereinsystem, or Appendices A, B, C, or F thereto; (ii) assuming due authorizationthe Continuing Disclosure Certificate, execution the Refunding Instructions, and delivery by the parties to this Purchase Agreement other than the District, this Purchase Agreement and the Continuing Disclosure Certificate have each been duly authorized, executed and delivered by the respective Town and, assuming the due authorization, execution and delivery by the other parties thereto thereto, and constitute legal, valid and binding agreements of the District and Town are enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except as their such enforcement may be subject to the application of equitable principles and the exercise of judicial discretion in appropriate cases if equitable remedies are soughtsought and by the limitations on legal remedies against public agencies in the State of California; and (iii) the Refunding Bonds are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Bond Resolution is are exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended;

Supplemental Opinion. A supplemental opinion of Bond Counsel in form and substance satisfactory to the UnderwriterCounsel, dated the Closing Date and addressed to the District and the UnderwriterPurchaser, to the effect that: (i) the description of the Bonds and the security for the Bonds and statements in the Official Statements on the cover page thereof and under the captions “INTRODUCTION,” “THE BONDS”, “SECURITY FOR THE BONDS”, “TAX MATTERS” and “CONTINUING DISCLOSURE” to the extent they purport to summarize certain provisions of the Bond Resolution, the Bonds, the Continuing Disclosure Certificate, California law or federal law, fairly and accurately summarize the matters purported to be summarized therein; provided that Bond Counsel need not express any opinion with respect to any financial or statistical data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion, or information relating to DTC or its book-entry only system included therein; (ii) assuming due authorization, execution and delivery by the parties to this Purchase Agreement other than the District, this Purchase Agreement and the Continuing Disclosure Certificate have been duly authorized, executed and delivered by the respective parties thereto and constitute legal, valid and binding agreements of the District and are enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except as their enforcement may be subject to the application of equitable principles and the exercise of judicial discretion in appropriate cases if equitable remedies are sought; and (iii1) the Bonds are exempt from registration pursuant to under the Securities Act of 1933, as amended, and the Bond Resolution is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended; (2) assuming due authorization, execution and delivery by the Purchaser, the Bond Resolution and this Purchase Agreement have been duly authorized, executed and delivered by the District and constitute the legal, valid and binding agreements of the District, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws affecting the enforcement of creditors’ rights generally and by the application of equitable principles (regardless of whether such enforceability is considered in equity or at law), to the exercise of judicial discretion in appropriate cases, and to the limitations on legal remedies against school districts in the State of California and except that no opinion is expressed with respect to any indemnification or contribution provisions contained in this Purchase Agreement; (3) no authorization, approval, consent or other order of the State of California or any local agency of the State, other than such authorizations, approvals and consents which have been obtained, is required for the valid authorization, execution and delivery by the District of this Purchase Agreement or the consummation by the District of the other transactions contemplated by such agreement (provided no opinion need be expressed as to any action required under the state securities or blue sky laws in connection with the purchase of the Bonds by the Purchaser); (4) to the best knowledge of Bond Counsel and due inquiry, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or threatened against the District (i) affecting the existence of the District or the titles of its officers required to approve or sign documents necessary for the delivery of the Bonds, to their respective offices or seeking to prohibit, restrain or enjoin the issuance of the Bonds or the execution and delivery of this Purchase Agreement; (ii) affecting delivery of the Bonds; (iii) in any material way contesting or affecting the validity or enforceability of the Bonds or any other District Document,

Supplemental Opinion. A supplemental opinion of Bond Counsel in form and substance satisfactory to the Underwriter, dated the Closing Date and addressed to the District and the Underwriter, to the effect that: (i) the description of the Bonds and the security for the Bonds and statements in the Official Statements Statement on the cover page thereof and under the captions “INTRODUCTION” (excluding any and all information contained under the subheading “ - Bond Insurance”), “THE FINANCING PLAN,” “THE SERIES A BONDS”” (excluding any and all information contained with respect to the Book-Entry Only System of DTC), “SECURITY FOR THE BONDS”, BOND INSURANCE,” “TAX MATTERS” and “CONTINUING DISCLOSURE” to the extent they purport to summarize certain provisions of the Bond Resolution, the Bonds, the Continuing Disclosure Certificate, California law or federal law, fairly and accurately summarize the matters purported to be summarized therein; provided that Bond Counsel need not express any opinion with respect to any financial or statistical data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion, or information relating to DTC or its book-entry only system included therein; (ii) assuming due authorization, execution and delivery by the parties to this Purchase Agreement other than the District, this Purchase Agreement and the Continuing Disclosure Certificate have been duly authorized, executed and delivered by the respective parties thereto and constitute legal, valid and binding agreements of the District and are enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except as their enforcement may be subject to the application of equitable principles and the exercise of judicial discretion in appropriate cases if equitable remedies are sought; and (iii) the Bonds are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Bond Resolution is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended;.

Supplemental Opinion. A supplemental opinion of Bond Counsel in form and substance satisfactory to the Underwriter, dated the Closing Date and addressed to the District and the Underwriter, to the effect that: (i) the description of the Bonds and the security for the Bonds and statements in the Official Statements Statement on the cover page thereof and under the captions “INTRODUCTION,” “THE BONDS”, “SECURITY FOR THE BONDS”” (excluding any and all information contained with respect to the Book-Entry Only System of DTC), “TAX MATTERS” and “CONTINUING DISCLOSURE” to the extent they purport to summarize certain provisions of the Bond Resolution, the Bonds, the Continuing Disclosure Certificate, California law or federal law, fairly and accurately summarize the matters purported to be summarized therein; provided that Bond Counsel need not express any opinion with respect to any financial or statistical data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion, or information relating to DTC or its book-entry only system included therein; (ii) assuming due authorization, execution and delivery by the parties to this Purchase Agreement other than the District, this Purchase Agreement and the Continuing Disclosure Certificate have been duly authorized, executed and delivered by the respective parties thereto and constitute legal, valid and binding agreements of the District and are enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except as their enforcement may be subject to the application of equitable principles and the exercise of judicial discretion in appropriate cases if equitable remedies are sought; and (iii) the Bonds are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Bond Resolution is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended;.

Supplemental Opinion. A supplemental opinion of Bond Counsel in form and substance satisfactory to the Underwriter, dated the Closing Date and addressed to the District and the Underwriter, to the effect that: (i) the description of the Bonds and the security for the Bonds and statements in the Official Statements on the cover page thereof and under the captions “INTRODUCTION,” “THE BONDS”, “SECURITY FOR THE BONDS”, “TAX MATTERS” and “CONTINUING DISCLOSURE” to the extent they purport to summarize certain provisions of the Bond Resolution, the Bonds, the Continuing Disclosure Certificate, California law or federal law, fairly and accurately summarize the matters purported to be summarized therein; provided that Bond Counsel need not express any opinion with respect to any financial or statistical data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion, or information relating to DTC or its book-entry only system included therein; (ii) assuming due authorization, execution and delivery by the parties to this Purchase Agreement other than the District, this Purchase Agreement, the Escrow Agreement and the Continuing Disclosure Certificate have been duly authorized, executed and delivered by the respective parties thereto and constitute legal, valid and binding agreements of the District and are enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except as their enforcement may be subject to the application of equitable principles and the exercise of judicial discretion in appropriate cases if equitable remedies are sought; and; (iii) the Bonds are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Bond Resolution is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended;; and (iv) the Prior Bonds (as defined in the Bond Resolution) to be refunded with the proceeds of the Bonds have been defeased in accordance with the document governing their issuance.

Supplemental Opinion. A supplemental opinion of Bond Counsel in form and substance satisfactory to the UnderwriterUnderwriters, dated the Closing Date and addressed to the District and the UnderwriterUnderwriters, to the effect that: (i) the description of the Bonds and the security for the Bonds and statements in the Official Statements Statement on the cover page thereof and under the captions “INTRODUCTION,” “THE BONDS”” (excluding any and all information contained with respect to the Book-Entry Only System of DTC), “SECURITY FOR THE APPLICATION OF PROCEEDS OF BONDS”, ,” “TAX MATTERS” and “CONTINUING DISCLOSURE” to the extent they purport to summarize certain provisions of the Bond Resolution, the Bonds, the Continuing Disclosure Certificate, California law or federal law, fairly and accurately summarize the matters purported to be summarized therein; provided that Bond Counsel need not express any opinion with respect to any financial or statistical data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion, or information relating to DTC or its book-entry only system included therein; (ii) assuming due authorization, execution and delivery by the parties to this Purchase Agreement other than the District, this Purchase Agreement and the Continuing Disclosure Certificate have been duly authorized, executed and delivered by the respective parties thereto and constitute legal, valid and binding agreements of the District and are enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except as their enforcement may be subject to the application of equitable principles and the exercise of judicial discretion in appropriate cases if equitable remedies are sought; and (iii) the Bonds are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Bond Resolution is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended;