HomeMy WebLinkAboutOpinion of Richards, Watson & Gershon, as Authority Counsel, pursuant to Section 3(d)(11) of the Purchase Agreement
RICHARDS WATSON GERSHON ATTORNEYS AT LAW -A PROFESSIONAL CORPORATION 355 South Grand Avenue, 40th Floor, Los Angeles, California 90071-3101 Telephone 213.626.8484 Facsimile 213.626.0078
RICHARD RICHARDS (1916-1988) GLENN R.WATSON (RETIRED) HARRY I. GERSHON (RETIRED) STEVEN L DORSEY WILLIAM L. STRAUSZ MITCHELL E. ABBOTT GREGORY W. STEPANICICH ROCHELLE BROWNE WILLIAM
B. RUDELL QUINN M. BARROW CAROL W. LYNCH GREGORY M. KUNERT THOMAS M. JIMBO ROBERT C. CECCON STEVEN H. KAUFMANN GARY E. CANS KEVIN G. ENNIS ROBIN D. HARRIS MICHAEL ESTRADA LAURENCE S.WIENER
STEVEN R. ORR B. TILDEN KIM SASKIAT. ASAMURA KAYSER 0. SUME PETER M. THORSON JAMES L. MARKMAN CRAIG A. STEELE T. PETER PIERCE TERENCE R. BOGA LISA BOND JANET E. COLESON ROXANNEM. DIAZ
JIM G. GRAY5ON ROY A. CLARKE WILLIAM P. CURLEYIII MICHAEL F. YOSHISA REGINA N. DANNER PAULA GUTIERREZ BAEZA TERESA HO-URANO OWEN P. GROSS BRUCE W. GALLOWAY MARGUERITE P. BATTERSBY AMYGREYSON
DEBORAH R. HAKMAN D. CRAIG FOX ROBERT H. PITTMAN ALEXANDER ABBE DIANA K. CHUANG PATRICK K. K. BOBKO SONALI SARKARJANDIAL DAVID M. SNOW LOLLY A. ENRIQUEZ KIRSTEN R. BOWMAN G. INDER KHALSA
BRUCE G. MCCARTHY MATTHEW B. FINNIGAN GINETTA L. GIOVINCO TRISHA ORTIZ CANDICE K. LEE DAVID G. ALDERSON MELISSA C. LAUZARDO MARICELA E. MARROQUfN BRIAN D. MABEE GENA M. STINNETT JENNIFER
PETRUSIS STEVEN L. FLOWER MATTHEW E. COHEN ANDREW TAM OF COUNSEL MARK L. LAMKEN SAYRE WEAVER WILLIAM K. KRAMER NORMAN A. DUPONT SAN FRANCISCO OFFICE TELEPHONE 415.421.8484 ORANGE COUNTY
OFFICE TELEPHONE 714.990.0901 April 27, 2006 Stone & Youngberg LLC 515 South Figueroa Street, Suite 1060 Los Angeles, C A 90071 Temecula Public Financing Authority 43200 Business Park
Drive Temecula, CA 92590 Re: $51,250,000 Temecula Public Financing Authority Community Facilities District No. 03-02 (Roripaugh Ranch) 2006 Special Tax Bonds Dear Ladies and Gentlemen:
We have acted as City Attorney for the City of Temecula and as counsel to the Temecula Public Financing Authority ("Authority") in connection with the issuance of the $51,250,000.00
Temecula Public Financing Authority Community Facilities District No. 03-02 (Roripaugh Ranch) 2006 Special Tax Bonds (the "Bonds"). Pursuant to the proceedings conducted by the Board
of Directors of the Authority in accordance with the Mello-Roos Community Facilities Act of 1982 (California Government Code Sections 53311 et. seq.), the Authority has created the Temecula
Public Financing Authority Community Facilities District No. 03-02 (Roripaugh Ranch) (the "District"). This opinion is being delivered to you pursuant to Section 3(d)(l 1) of the Bond
Purchase Agreement, dated as of April 13, 2006 between the Authority and Stone & Youngberg LLC, in connection with the delivery of the Bonds ("Bond Purchase Agreement").. hi rendering
this opinion, we have examined the original, certified copies, or copies otherwise identified to our satisfaction as being true copies of such resolutions, documents, certificates and
records, as we have deemed relevant and necessary (except as we have specifically limited the scope of our investigation herein). All capitalized terms used but not otherwise defined
in this opinion have the meanings ascribed to them in the Bond Purchase Agreement. Relying on such examination and pertinent law and subject to the limitations and qualifications hereinafter
set forth we are of the opinion that:
RICHARDS WATSON GERSHON Stone & Youngberg LLC Temecula Public Financing Authority April 27, 2006 Page 2 a. The Authority is duly organized and validly existing under the Constitution
and laws of the State of California; b. The District is duly organized and validly existing as a community facilities district under the laws of the State, with full legal right, power
and authority to issue the Bonds and to perform all of its obligations under the Bonds and the District Documents; c. To the best of our knowledge, no action, suit, proceeding, inquiry
or investigation, at law or in equity, before or by any court, regulatory agency, public board or body is pending and served or threatened against the Authority or the District affecting
the existence of the Authority or the District or the title of their officers to their respective offices, or which would materially adversely affect the ability of the Authority to
perform its obligations under the Agreements, the Bonds or the District Documents or seeking to restrain or to enjoin the development of property within the District, the issuance, sale,
or delivery of the Bonds or the exclusion from gross income for federal income tax purposes or State personal income taxes of interest on the Bonds, or the application of the proceeds
thereof in accordance with the Fiscal Agent Agreement, or the collection or application of the Special Tax to pay the principal of and interest on the Bonds, or in anyway contesting
or affecting the validity or enforceability of the Bonds or the District Documents or any action of the Authority contemplated by any of said documents or the accuracy or completeness
of the Preliminary Official Statement or the Official Statement, dated March 27, 2006; d. The Board on behalf of the District has duly and validly adopted the Procedural Resolutions
and the Ordinance at meetings of the Board which were called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting at the time
of adoption, and the Procedural Resolutions and the Ordinance are now in full force and effect and have not been amended, except for the amendments described in Resolution No.TPFA 04-10;
RICHARDS WATSON GERSHON Stone & Youngberg LLC Temecula Public Financing Authority April 27, 2006 Page 3 e. To the best of our knowledge, the Authority and the District are not in breach
of or in default under any applicable law or administrative rule or regulation of the State or the United States of America, or of any department, division, agency or instrumentality
of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, fiscal agent agreement, contract, agreement
or other instrument to which the Authority or the District is a party or is otherwise subject or bound, a consequence of which could be to materially and adversely affect the ability
of the Authority or the District to perform their obligations under the Procedural Resolutions, the Ordinance, the Bonds, or any District Documents or which, with the passage of time
or the giving of notice or both, would constitute an event of default thereunder; f. The adoption of the Procedural Resolutions and the Ordinance, and the execution and delivery of the
Bonds and the District Documents, and compliance with the provisions of each, did not and will not conflict with or constitute a breach or default under any applicable court or administrative
decree or order, or under any loan agreement, note, ordinance, resolution, indenture, fiscal agent agreement, contract, agreement or other instrument to which the Authority or the District
is a party or is otherwise subject or bound, a consequence of which could be to materially and adversely affect the ability of the Authority to perform its obligations under the Bonds
or any District Documents; and g. Without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement, but
on the basis of our participation in conferences with representatives of the Authority, the District, Bond Counsel, Disclosure Counsel, representatives of the Underwriter, Ashby USA,
LLC, Continental Residential, Inc., Davidson Roripaugh Ranch 122, LLC, Tanamera/Roripaugh LLC, Tanamera/Roripaugh II LLC, Traditions at Roripaugh LLC, KB Home Coastal, Inc., their respective
counsel, and others, and our examination of certain documents, no information has come to our attention which would lead us to believe that the information with respect to the Authority
and the District in the Official Statement, as of its date and as of the Closing Date, contained any untrue
RICHARDS WATSON GERSHON Stone & Youngberg LLC Temecula Public Financing Authority April 27, 2006 Page 4 statement of a material fact or omitted to state any material fact required to
be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (excluding any Appendix to the Official
Statement or any other financial, statistical or economic data or forecasts, numbers, charts, graphs, estimates, projections, assumptions or expressions of opinion, or any information
about valuation, absorption or appraisals, or any information about the Merchant Builders (as such term is defined in the Official Statement) Ashby USA, LLC, Continental Residential,
Inc., Davidson Roripaugh Ranch 122, LLC, Tanamera/Roripaugh LLC, Tanamera/Roripaugh II LLC, Traditions at Roripaugh LLC, or KB Home Coastal, Inc., the book-entry system or DTC contained
in the Official Statement as to which we express no view, opinion, or belief). The opinions set forth above are subject to the following qualifications: Whenever our opinion herein with
respect to the existence or absence of facts is indicated to be based on our knowledge, it is intended to signify that during the course of our representation of the Authority as herein
described, no information has come to the attention of the lawyers in our firm actively representing the Authority in the matters described herein which would give them current actual
knowledge of the existence or absence of such facts and that "constructive knowledge" is not sufficient to impart a duty or obligation to a party. Except to the extent expressly set
forth herein, we have not undertaken any independent investigations to determine the existence or absence of such facts, and no inference as to our knowledge of the existence or absence
of such facts should be drawn from our representation of the Authority. Any limited inquiries made by us during the preparation of this opinion letter should not be regarded as such
an investigation. In expressing the opinions set forth above, we have assumed, without inquiry or investigation (i) the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of documents submitted to us as copies or as exhibits, and the authenticity of such originals of such latter documents;
(ii) the due execution and delivery of the District Documents by persons duly representing the other parties; (iii) that each
RICHARDS WATSON GERSHON Stone & Youngberg LLC Temecula Public Financing Authority April 27, 2006 Page5 party to the District Documents, other than the District or Authority as applicable,
is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation; (iv) that each party to the District Documents, other than
the District or Authority as applicable, has the power and authority to execute and deliver the District Documents and to perform its obligations thereunder and all such actions have
been duly and validly authorized by all necessary proceedings on its part; (v) that the District Documents constitute the legal, valid and binding obligations of each party thereto,
other than the District or Authority as applicable, enforceable against such parties in accordance with their respective terms; and (vi) that there are no oral or written terms or conditions
agreed to by the parties to the District Agreements which would have an effect on the opinions rendered herein. We have made no examination of, and express no opinion as to, title to
the properties within the District. No opinions are expressed herein with respect to compliance with the anti-fraud provisions of applicable federal and state securities or other laws,
rules or regulations. Our opinions set forth herein do not extend to, and we express no opinions herein with respect to, (a) any laws of any jurisdictions other than the laws of the
State of California, and (b) any matters covered by the securities or income tax laws, decisions, rules or regulations of any jurisdiction. This opinion letter is rendered solely for
your benefit, as well as for the benefit of the Authority and the District, and may not be relied upon or used, nor its benefit claimed, by any other person or entity, or for any other
purposes, without our prior written consent, except that reference may be made to it and copies included in closing document transcripts pertaining to the Bonds. Very truly yours, Peter
M. Thorson 11086\0099\877459.1