HomeMy WebLinkAboutF02 Supplemental OpinionQuid & ThimmigLLP
attorneys at law
February 14, 2024
Capital One Public Funding, LLC
1307 Walt Whitman Road, 3rd Floor
Melville, New York 11747
F2
SUPPLEMENTAL OPINION: $4,125,000 Tustin Public Financing Authority Water Revenue Bonds,
Series 2024 (Subordinate Lien)
Ladies and Gentlemen:
We have acted as bond counsel to the Tustin Public Financing Authority (the
"Authority") in connection with the issuance by the Authority of its Tustin Public Financing
Authority Water Revenue Bonds, Series 2024 (Subordinate Lien), in the aggregate principal
amount of $4,125,000 (the 'Bonds"), issued pursuant to the provisions of Article 4 (commencing
with section 6584) of Chapter 5 of Division 7 of Title 1 of the California Government Code (the
"Law"), and pursuant to an 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").
We have examined the Indenture; the Commitment Agreement, dated February 7, 2024
(the "Purchase Agreement"), by Capital One Public Funding, LLC, as purchaser, and as
accepted by the Authority and the City of Tustin (the "City"); the Installment Sale Agreement,
dated as of February 1, 2024, by and between the Authority, as seller, and the City, as purchaser;
and such certified proceedings and other papers as we deem necessary to render this opinion.
As to questions of fact material to our opinion, we have relied upon representations of the
Authority and the City contained in the Indenture and in the certified proceedings and other
certifications of public officials furnished to us, without undertaking to verify the same by
independent investigation. Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to them in the Purchase Agreement.
Based upon our examination we are of the opinion, under existing law, that:
1. The Purchase Agreement has been duly authorized, executed and delivered by
the Authority and the City, and assuming the valid execution and delivery by the Purchaser, is
valid and binding upon the Authority and the City enforceable in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency, reorganization
moratorium or similar laws or equitable principles relating to or limiting creditors' rights
generally.
2. The Bonds are exempt from registration pursuant to the Securities Act of 1933, as
amended, and the Indenture is exempt from qualification under the Trust Indenture Act of
1939.
Respectfully submitted,
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