HomeMy WebLinkAboutD04 Trustee Counsel OpinionFOLEY
FOLEY & LAREINER LLP
February 14, 2024
Tustin Public Financing Authority The City of Tustin
Tustin, California Tustin, California
ATTORNEYS AT LAW
321 NORTH CLARK STREET, SUITE 3000
CHICAGO, IL 60654-4672
312.832.4500 TEL
312.832.4700 FAX
WWW.FOLEY.COM
CLIENT/MATTER NUMBER
060853-0322
The Bank of New York Mellon Trust Capital One Public Funding
Company, N.A., as Trustee Melville, New York
Los Angeles, California
Re: $4,125,000 Tustin Public Financing Authority Water Revenue Bonds,
Series 2024 (Subordinate Lien)
Ladies and Gentlemen:
We have served as counsel to The Bank of New York Mellon Trust Company, N.A. (the
"Trustee"), in connection with the issuance of the $4,125,000 Tustin Public Financing Authority
Water Revenue Bonds, Series 2024 (Subordinate Lien) (the "Bonds"). In our capacity as counsel
to the Trustee, we have examined and are familiar with all necessary documentation relating to the
authorization, execution, and delivery of the Indenture of Trust, dated as of February 1, 2024,
between the Tustin Public Financing Authority (the "Authority") and the Trustee, as amended
and supplemented from time to time (the "Indenture"),. This opinion is being furnished to you
pursuant to Section 4(e)(v) the Bond Purchase Agreement, dated February 7, 2024, with respect to
the Bonds, between the Authority, the City of Tustin and Capital One Public Funding, LLC as
purchaser of the Bonds.
In rendering the opinions set forth below, we have relied upon certificates dated this date
of corporate officers of the Trustee with respect to the accuracy of the material factual matters
which were contained in such certificates and not independently established by us.
Each opinion expressed herein is given as of the date hereof, and we undertake no
responsibility to advise you of any change or matter, whether of a factual or legal nature, that may
occur or come to our attention after the date hereof. We express no opinion herein as to the
creation, attachment, perfection or priority of any security interest, or as to compliance by the
parties with the documents which are the subject of this opinion in connection with the closing on
the date hereof of the transactions contemplated thereby, including without limitation compliance
with conditions precedent to authentication or delivery of the Series 2023 Bonds. We express no
opinion herein as to compliance with any federal or state securities laws that may be applicable.
AUSTIN
DETROIT
MEXICO CITY
SACRAMENTO
TALLAHASSEE
BOSTON
HOUSTON
MIAMI
SALT LAKE CITY
TAMPA
CHICAGO
JACKSONVILLE
MILWAUKEE
SAN DIEGO
WASHINGTON, D.C.
DALLAS
LOS ANGELES
NEW YORK
SAN FRANCISCO
BRUSSELS
DENVER
MADISON
ORLANDO
SILICON VALLEY
TOKYO
4880-0854-3396.1
:FOLEY
FOLEY & LARDNER LLP
San Diego County Regional Airport Authority;
Jefferies LLC.; and
The Bank of New York Mellon Trust Company, N.A.
October 25, 2023
Page 2
Based upon and subject to the foregoing, we are of the opinion that:
1. The Trustee is a national banking association organized and existing under the laws
of the United States of America, having full power and being qualified to enter, accept and
administer the trust created under the Indenture and to authenticate and deliver the Bonds.
2. The Bonds have been duly authenticated by the Trustee in accordance with the
Indenture, and the Indenture has been duly authorized, executed and delivered by the Trustee and,
assuming due authorization, execution and delivery thereof by the Authority, the Indenture
constitutes a legal, valid and binding obligation of the Trustee enforceable in accordance with their
terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, or other laws
affecting the enforcement of creditors' rights generally and by the application of equitable
principles if equitable remedies are sought.
3. No authorization, approval, consent or order of any governmental agency is
required for the valid authorization, execution, and delivery of the Indenture or the authentication
of the Bonds by the Trustee.
This opinion is delivered to you solely for your benefit in connection with the execution
and delivery of the Indenture and the authentication and delivery of the Bonds on the date hereof,
and it is not to be used, relied upon, circulated, quoted or otherwise referred to for any other
purpose, or to or by any other person, without our express written consent.
Respectfully,
4880-0854-3396.1