HomeMy WebLinkAboutOpinion of McFarlin & Anderson LLP, as Disclosure Counsel, pursuant to Section 3(d)(10) of the Purchase Agreement
LAW OFFICES OF McFarlin & Anderson LLP 23101 LAKE CENTER DRIVE GEORGE W. MCFARLIN SuITE 12° JAMES F. ANDERSON LAKE FOREST, CALIFORNIA 92630 FAX W9) 452.0577 (949) 452-0500 OF COUNSEL
TIMOTHY J. DAVIS April 27, 2006 Temecula Public Financing Authority 43200 Business Park Drive Temecula, California 92590 Stone & Youngberg LLC 515 South Figueroa Street, Suite 1060 Los
Angeles, California 90071 Re: Temecula Public Financing Authority Community Facilities District No. 03-02 (Roripaugh Ranch) 2006 Special Tax Bonds Ladies and Gentlemen: We have acted
as disclosure counsel to the Temecula Public Financing Authority (the "Authority") on behalf of the Temecula Public Financing Authority Community Facilities District No. 03-02 (Roripaugh
Ranch) (the "District") in connection with the sale to Stone & Youngberg LLC, as underwriter, of its 2006 Special Tax Bonds in the aggregate principal amount of $51,250,000 (the "2006
Bonds"), pursuant to the Bond Purchase Agreement, dated April 13,2006 (the "Bond Purchase Agreement"), by and between the Authority, for and on behalf of the District, and Stone and
Youngberg LLC. The 2006 Bonds are being issued pursuant to the Fiscal Agent Agreement, dated as of March 1, 2006, by and between the Authority, for and on behalf of the District, and
U.S. Bank National Association, as fiscal agent (the "Fiscal Agent") (the "Fiscal Agent Agreement"). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto
in the Bond Purchase Agreement. In that connection, we have reviewed certain portions of the Official Statement, dated April 13,2006, the Fiscal Agent Agreement, the Bond Purchase Agreement,
certificates of the Authority and others, the opinions referred to in Section 3 of the Bond Purchase Agreement and such other records, opinions and documents, and we have made such investigations
of law, as we have deemed appropriate as a basis for the conclusions hereinafter expressed. As to questions of fact material to the statements made below, we have relied upon representations
and information supplied to us by the Authority and property owners and their officials, employees and representatives and upon representations and certificates of various other public
officials. In the course of our representation, nothing has come to our attention that caused us to believe that any of the factual representations upon which we have relied are untrue,
but we have made no other factual investigations. We assume that any electronic version of the Official Statement is identical in all respects to the printed version. In arriving at
the conclusions hereinafter expressed, we are not expressing any opinion or view on, and with your permission are assuming and relying on, the validity, accuracy and sufficiency of the
records, documents, certificates and opinions referred to above (including the accuracy of all factual matters represented and legal conclusions contained therein), including (without
limitation) representations and legal conclusions regarding the due authorization, issuance, issuance, delivery, validity and enforceabiliry of the 2006 Bonds, the exclusion of interest
on the 2006 Bonds from gross income for federal income tax purposes and the legality, validity and enforceability of the special taxes, the payments with respect to which are, pledged
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McFarlin & Anderson LLP Temecula Public Financing Authority Stone & Youngberg LLC April 27, 2006 Page 2 to the 2006 Bonds. We have assumed that all records, documents, certificates and
opinions that we reviewed, and the signatures thereto, are genuine. We are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of any of
the statements contained in the Official Statement and make no representation that we have independently verified the accuracy, completeness or fairness of any such statements. However,
in our capacity as disclosure counsel to the Authority, to assist you in part of your responsibility with respect to the Official Statement, we met in conferences and participated in
telephone conferences with your representatives, Quint & Thimmig LLP, as bond counsel, Richards, Watson & Gershon, as general counsel to the Authority, Fieldman, Rolapp & Associates,
as financial advisor, Stone & Youngberg LLC, as underwriter, Pillsbury Winthrop Shaw Pittman LLP, as counsel to Ashby USA, LLC, and others, during which conferences the contents of the
Official Statement and related matters were discussed. No inquiry was made of other attorneys hi our firm not working directly on the issuance of the 2006 Bonds who may have information
material to the issuance. Based on our participation in the abovementioned conferences (which did not extend beyond the date of the Official Statement), and in reliance thereon and on
the records, documents, certificates and opinions herein mentioned (as set forth above), we advise you that, during the course of our representation of the Authority on this matter,
no facts came to the attention of the attorneys in our firm rendering legal services in connection with such representation which caused us to believe that the Official Statement as
of its date or as of the date hereof (except that no opinion is expressed as to any financial, statistical, economic, engineering or demographic data or forecasts, numbers, charts, tables,
graphs, estimates, estimates, projections, assumptions or expressions of opinion, any information about feasibility, valuation, appraisals, market absorption, real estate, archaeological
or environmental matters, the Appendices thereto or any information about debt service requirements, book-entry, The Depository Trust Company, any letter of credit, or tax exemption
included therein, which we expressly exclude from the scope of this paragraph and as to which we 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 the light of the circumstances under which they were made, not misleading. We
are furnishing this letter to you pursuant to our engagement as disclosure counsel to the Authority solely for your benefit for the purpose of issuance and sale of the 2006 Bonds. Our
engagement with respect to this matter has terminated as of the date hereof and we disclaim any obligation to update this letter. This letter is not to be used, circulated, quoted or
otherwise referred to or relied upon for any other purpose or by any other person or to be filed with any governmental or other administrative agency or other person or entity for any
purpose without our prior written consent. This letter is not intended to, and may not, be relied upon by the owners of the 2006 Bonds or by any other party to whom it is not specifically
addressed. The foregoing represent our interpretation of applicable law to the facts as described herein. We bring to your attention that our legal opinion and conclusions are an expression
of professional judgment and are not a guarantee of a result. Very truly yours, MCFARLTN & ANDERSON LLP TEMRR DCOPNf.wpd/LR