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HomeMy WebLinkAboutB11 City Atty OpinWoodruff & Smart A Professional Corporation DAVID E. KENDIG DIRECT DIAL: (714) 415-1083 E-MAIL: DKENDIG@WOODRUFF.LAW February 14, 2024 VIA E-MAIL AND FIRST CLASS MAIL Tustin Public Financing Authority 300 Centennial Way Tustin, California 92780 City of Tustin 300 Centennial Way Tustin, California 92780 Capital One Public Funding, LLC 1307 Walt Whitman Road, 3rd Floor Melville, New York 11747 Re: $4,125,000 Tustin Public Financing Authority Water Revenue Bonds, Series 2024 (Subordinate Lien) Ladies and Gentlemen: I have acted as legal counsel to the City of Tustin, California (the "City") and the Tustin Public Financing Authority (the "Authority") in connection with the issuance of the above - referenced Bonds by the Authority. In such capacity, I have examined the original, certified copies, or copies otherwise identified to my satisfaction as being true copies of such resolutions, documents, ordinances, certificates, and records as I have deemed relevant and necessary as the basis for the opinions set forth herein. Relying on such examination and applicable law, I am of the opinion that: 1. The Authority is a joint exercise of powers entity duly organized and validly existing under all applicable laws, with full legal right, power and authority to enter into and perform its obligations under the Installment Sale Agreement, dated as of February 1, 2024 (the "Installment Sale Agreement"), by and between the Authority and the City, the Indenture of Trust, dated as of February 1, 2024 (the "Indenture"), by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), and the Commitment Agreement, dated February 7, 2024 (the "Commitment Agreement'), by and among the Authority, the City and Capital One Public Funding, LLC, as purchaser, and the Placement Agent Agreement, WOODRUFF & SMART, APC 555 ANTON BOULEVARD, SUITE 12001 COSTA MESA, CA 92626-7670 1 TELEPHONE (714) 558-7000 1 FAX (714) 835-7787 WWW.WOODRUFF.LAW 1820133.1 Tustin Public Financing Authority City of Tustin Capital One Public Funding, LLC February 14, 2024 Page 2 dated as of February 1, 2024 (the "Placement Agent Agreement"), by and among the Authority, the City and Stifel, Nicolaus & Company, Incorporated, as placement agent (collectively, the "Authority Documents"). The Authority has duly authorized, executed and delivered the Authority Documents and, assuming due authorization, execution and delivery by the other parties thereto (other than the City), each of the Authority Documents constitutes a legal, valid and binding obligation of the Authority enforceable against the Authority in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, moratorium, insolvency, equitable remedies and other laws affecting creditors' rights or remedies. 2. The City is a municipal corporation organized and validly existing under all applicable laws, with full legal right, power and authority to enter into and perform its obligations under the Installment Sale Agreement, the Commitment Agreement and the Placement Agent Agreement (collectively, the "City Documents"). The City has duly approved the City Documents and has duly authorized, executed and delivered the City Documents and, assuming due authorization, execution and delivery by the other parties thereto (other than the Authority), each of the City Documents constitutes a legal, valid and binding obligation of the City enforceable against the City in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, moratorium, insolvency, equitable remedies and other laws affecting creditors' rights or remedies. 3. The Authority has duly and validly adopted Resolution No. 24-01, on February 6, 2024, approving the Authority Documents at a meeting duly called and held, and such Resolution is in full force and effect and has not been amended, modified or repealed since its adoption. 4. The City has duly and validly adopted Resolution No. 24-07, on February 6, 2024, approving the City Documents at a meeting duly called and held, and such Resolution is in full force and effect and has not been amended, modified or repealed since its adoption. 5. There is no action, suit or proceeding before or by any court, government agency, public board or body pending or, to the best of our knowledge, threatened wherein an unfavorable decision, ruling or finding would (a) affect the creation, organization, existence or powers of the Authority or the City or the titles of their respective officers or officials to their respective offices, (b) in any way question or affect the validity or enforceability of any of the Authority Documents, the City Documents, or any resolutions, (c) find illegal, invalid or unenforceable any of the Authority Documents, the City Documents, or the Ordinances or the transactions contemplated thereby, or any other agreement or instrument related to the issuance of the Bonds to which the Authority or the City is a party, (d) affect the issuance or delivery of any of the Bonds, the payment or collection of any revenues or charges of the City's water enterprise, the validity of the pledge of or lien on such revenues or charges for the benefit of the owners of the Bonds, the exclusion of interest on the Bonds from gross income, the powers of the Authority or the City, or the authority of the Authority to issue the Bonds or the consummation of any of the transactions contemplated 1820133.1 Tustin Public Financing Authority City of Tustin Capital One Public Funding, LLC February 14, 2024 Page 3 by the Authority Documents, the City Documents, the Ordinances or the Bonds, or (e) affect the power and authority of the City to establish, maintain and collect rates and charges for water collection and treatment and other services, facilities and commodities sold, furnished or supplied through the facilities of the City's water system. 6. The execution and delivery of the Authority Documents and the City Documents and the other instruments contemplated by any of such documents, and compliance with the provisions thereof, do not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State of California, the United States or any department or agency of either thereof, or any applicable court or administrative decree or order or any loan agreement, note, resolution, indenture, trust agreement, contract, agreement or other instrument to which the Authority or the City is subject or bound in a manner which would materially adversely affect the Authority's or the City's performance thereunder. 7. Any and all consents, authorizations, approvals and orders of or filings or registrations with any governmental authority, legislative body, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the Authority or the City of its obligations under the Authority Documents or the City Documents, respectively, have been obtained and are in full force and effect. I am furnishing this opinion to you solely for your benefit. This opinion is rendered in connection with the transaction described herein and may not be relied upon by you for any other purpose. This opinion shall not extend to, and may not be used, circulated, quoted, referred to, or relied upon by, any other person, firm, corporation or other entity without my prior written consent. Very truly yours, WOODRUFF & SMART A Professional Corporation DAVID E. KENDIG 1820133.1