HomeMy WebLinkAboutOpinion of Pillsbury Winthrop Shaw Pittman LLP, as Counsel to Tanamera/Roripaugh Entities
o MGM Tower Tel 310.203.1100 10250 Constellation Blvd. 21st Floor Fax 31 0.286.66 72 Los Angeles, CA 90067-6221 www.pillsburylaw.com Shaw April 27, 2006 Temecula Public Financing Authority
Community Facilities District No. 03-02 Temecula, California Temecula Public Financing Authority Temecula, California Stone & Youngberg LLC Los Angeles, California Re: $51,250,000 Temecula
Public Financing Authority Community Facilities District No. 03-02 (Roripaugh Ranch) 2006 Special Tax Bonds Ladies and Gentlemen: We have acted as special counsel to (i) Tanamera/Roripaugh
LLC, a California limited liability company ("Tanamera/Roripaugh"), (ii) Tanamera/Roripaugh II, LLC, a California limited liability company ("Tanamera/Roripaugh II"), and (iii) Traditions
at Roripaugh, LLC, a California limited liability company ("Traditions"), in connection with Tanamera/Roripaugh's, Tanamera/Roripaugh II's, and Traditions' participation in the issuance
by Temecula Public Financing Authority Community Facilities District No. 03-02 (the "District") of its 2006 Special Tax Bonds (the "Bonds"). This opinion is provided for the benefit
of Stone & Youngberg LLC (the "Underwriter"), the Temecula Public Financing Authority (the "Authority"), and the District pursuant to Section 3(d)(19) of that certain Bond Purchase Agreement,
dated April 13, 2006 (the "Purchase Agreement"), by and between the Authority, on behalf of the District, and the Underwriter. We advise you that we are not general counsel to Tanamera/Roripaugh,
Tanamera/Roripaugh II, or Traditions and do not represent Tanamera/Roripaugh, Tanamera/Roripaugh II, or Traditions on a continuing basis. Rather, we represent each entity as requested
from time to time on specific matters. In rendering the opinions hereinafter expressed, we have reviewed and examined the following documents:
Temecula Public Financing Authority Community Facilities District No. 03-02 Temecula Public Financing Authority Stone & Youngberg LLC April 27, 2006 Page 2 A. The Purchase Agreement;
B. The final Official Statement dated April 13, 2006, relating to the Bonds (the "Official Statement"); C. The Developer Continuing Disclosure Agreement, dated as of March 1, 2006, by
and among Tanamera/Roripaugh, Tanamera/Roripaugh II, Traditions, and U.S. Bank National Association, as both Dissemination Agent and Fiscal Agent (the "Continuing Disclosure Agreement");
D. The Certificate of Tanamera/Roripaugh set forth in Exhibit "A" attached hereto, dated the date hereof and executed by the duly authorized representative of Tanamera/Roripaugh (the
"Certificate of Tanamera/Roripaugh"); E. The Certificate of Tanamera/Roripaugh II set forth in Exhibit "B" attached hereto, dated the date hereof and executed by the duly authorized
representative of Tanamera/Roripaugh II (the "Certificate of Tanamera/Roripaugh II"); F. The Certificate of Traditions set forth in Exhibit "C" attached hereto, dated the date hereof
and executed by the duly authorized representative of Traditions (the "Certificate of Traditions," and together with the Certificate of Tanamera/Roripaugh and the Certificate of Tanamera/Roripaugh
II, the "Developers' Certificates"); G. The Certificate of Good Standing for Tanamera/Roripaugh, executed by the California Secretary of State on February 27, 2006, and (ii) the letter
of good standing for Tanamera/Roripaugh, executed by the California Franchise Tax Board on February 24, 2006 (collectively, the "Tanamera/Roripaugh Good Standing Certificates"); H. The
Certificate of Good Standing for Tanamera/Roripaugh II, executed by the California Secretary of State on February 27, 2006, and (ii) the letter of good standing for Tanamera/Roripaugh
II, executed by the California Franchise Tax Board on February 24, 2006 (collectively, the "Tanamera/Roripaugh II Good Standing Certificates"); Pillsbury Winthrop Shaw Pittman LLP
Temecula Public Financing Authority Community Facilities District No. 03-02 Temecula Public Financing Authority Stone & Youngberg LLC April 27, 2006 Page 3 I. The Certificate of Good
Standing for Traditions, executed by the California Secretary of State on February 24, 2006, and (ii) the letter of good standing for Traditions, executed by the California Franchise
Tax Board on February 24, 2006 (collectively, the "Traditions Good Standing Certificates"); J. The Limited Liability Company Articles of Organization (Form LLC-1) of Tanamera/Roripaugh,
filed April 20, 2005, certified to be true and correct by the California Secretary of State on March 28, 2006, and (ii) a copy of the Operating Agreement for Tanamera/Roripaugh, effective
as of June 10, 2005 (the "Tanamera/Roripaugh Operating Agreement"), certified to be true and correct by an authorized representative of Tanamera/Roripaugh (collectively, the "Tanamera/Roripaugh
Organizational Documents"); K. The Limited Liability Company Articles of Organization (Form LLC-1) of Tanamera/Roripaugh II, filed July 7, 2005, certified to be true and correct by the
California Secretary of State on March 28, 2006, and (ii) a copy of the Operating Agreement for Tanamera/Roripaugh II, effective as of August 25, 2005 (the "Tanamera/Roripaugh II Operating
Agreement"), certified to be true and correct by an authorized representative of Tanamera/Roripaugh II (collectively, the "Tanamera/Roripaugh II Organizational Documents"); L. The Limited
Liability Company Articles of Organization (Form LLC-1) of Traditions, filed September 9, 2005, certified to be true and correct by the California Secretary of State on March 28, 2006,
and (ii) a copy of the Operating Agreement for Traditions, effective as of September 9, 2005 (the "Traditions Operating Agreement"), certified to be true and correct by an authorized
representative of Traditions (collectively, the "Traditions Organizational Documents"); M. The 15c2-12 Certificate -Tanamera/Roripaugh, LLC, the Certificate of Tanamera/Roripaugh, LLC,
and the Closing Certificate of Tanamera/Roripaugh, LLC, delivered by Tanamera/Roripaugh pursuant to Section 3(d)(19) of the Purchase Agreement (the "Tanamera/Roripaugh Closing Certificates");
and Pillsbury Winthrop Shaw Pittman LLP
Temecula Public Financing Authority Community Facilities District No. 03-02 Temecula Public Financing Authority Stone & Youngberg LLC April 27, 2006 Page 4 N. The 15c2-12 Certificate
-Tanamera/Roripaugh II, LLC, the Certificate of Tanamera/Roripaugh II, LLC, and the Closing Certificate of Tanamera/Roripaugh II, LLC, delivered by Tanamera/Roripaugh II pursuant to
Section 3(d)(19) of the Purchase Agreement (the "Tanamera/Roripaugh II Closing Certificates"); and O. The 15c2-12 Certificate -Traditions at Roripaugh, LLC, the Certificate of Traditions
at Roripaugh, LLC, and the Closing Certificate of Traditions at Roripaugh, LLC, delivered by Traditions pursuant to Section 3(d)(19) of the Purchase Agreement (the "Traditions Closing
Certificates," and together with the Tanamera/Roripaugh Closing Certificates and the Tanamera/Roripaugh II Closing Certificates, the "Developers' Closing Certificates"); and P. The certificates
of public officials and other persons required under the Purchase Agreement (the Developers' Developers' Certificates, the Developers' Closing Certificates and the certificates described
in this sentence are collectively referred to herein as the "Certificates"), and such other documents as we deemed relevant for the purposes of this opinion. In conducting our examination,
we have assumed, without investigation: (i) the genuineness of all signatures (other than those of Tanamera/Roripaugh, Tanamera/Roripaugh II, and Traditions), the authenticity of all
documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals
from which such copies were made; (ii) the accuracy of the representations and warranties of the factual matters made by Tanamera/Roripaugh, Tanamera/Roripaugh II, and Traditions in
the Continuing Disclosure Agreement, the Certificates, and any other certificates and opinions delivered by any party in connection with this transaction; (iii) the legal capacity of
all natural persons; (iv) as to documents executed by parties other than Tanamera/Roripaugh, Tanamera/Roripaugh II, or Traditions (the "Other Parties"), such Other Parties' power to
enter into and perform the obligations under such documents, and that such documents have been duly authorized, executed and delivered by, and are binding upon and enforceable against,
such Other Parties; (v) that there are no oral or written terms or conditions (other than as expressed in the Continuing Disclosure Agreement) agreed to by Tanamera/Roripaugh, Tanamera/Roripaugh
II, or Traditions Pillsbury Winthrop Shaw Pittman LLP
Temecula Public Financing Authority Community Facilities District No. 03-02 Temecula Public Financing Authority Stone & Youngberg LLC April 27, 2006 PageS and the Other Parties to the
Continuing Disclosure Agreement or by the Other Parties and any other party, which would expand or modify the respective rights and obligations of Tanamera/Roripaugh, Tanamera/Roripaugh
II, or Traditions or the Other Parties set forth in the Continuing Disclosure Agreement or which would have an effect on the opinions rendered herein; and (vi) that the Other Parties
are not subject to any statute, rule, or regulation, or to any impediment to which contracting parties are generally not subject, which requires any of them to obtain the consent of,
or to make a declaration or filing with, any governmental authority in connection with the execution and delivery of the Continuing Disclosure Agreement. We have performed a computerized
litigation search of the records (civil filings only) of the Riverside County Superior Court, the San Bernardino County Superior Court, the Los Angeles County Superior Court, the Orange
County Superior Court, the San Diego Superior Court, the Nevada Superior Courts, the U.S. Bankruptcy Court (All Districts), California, the U.S. District Court, Central District of California,
the U.S. District Court, Southern District of California, the U.S. Bankruptcy Court (Nevada) and the U.S. District Court (Nevada), regarding the existence of pending litigation with
the terms "Tanamera/Roripaugh," "Tanamera/Roripaugh II," "Traditions at Roripaugh," "Housing Partners," "Tanamera Homes," "USA Investors," "USA Investment Partners," or "Monaco Diversified"
in the name of a plaintiff, defendant, or a debtor in such courts, each search being performed on the dates set forth in Exhibit "D" hereof (collectively, the "Litigation Searches").
We have delivered the Litigation Searches to Tanamera/Roripaugh, Tanamera/Roripaugh II, and Traditions and requested that Tanamera/Roripaugh, Tanamera/Roripaugh II, and Traditions review
the appropriate Litigation Searches, and all other pending litigation, if any, which is not listed in the Litigation Searches, and determine the effect or impact that any matters identified
in the Litigation Searches and all other litigation (if any) would have on the obligations of Tanamera/Roripaugh, Tanamera/Roripaugh II, and Traditions with respect to their respective
duties and obligations under the Continuing Disclosure Agreement. After review, Tanamera/Roripaugh, Tanamera/Roripaugh II, and Traditions determined that the representations set forth
in paragraph 5 of the Certificate of Tanamera/Roripaugh, the Certificate of Tanamera/Roripaugh II, and the Certificate of Traditions, respectively, are fair and accurate. In rendering
our opinion in paragraph 5 below, we have, with your consent, relied on the Litigation Searches and the representations set forth in paragraph 5 Pillsbury Winthrop Shaw Pittman LLP
Temecula Public Financing Authority Community Facilities District No. 03-02 Temecula Public Financing Authority Stone & Youngberg LLC April 27, 2006 Page 6 of the Certificate of Tanamera/Roripaugh,
the Certificate of Tanamera/Roripaugh II, and the Certificate of Traditions without undertaking any independent investigation. In examining the Continuing Disclosure Agreement, we have
assumed with your permission, and without investigation, that, upon execution by the Other Parties, if any, the Continuing Disclosure Agreement will be the legally valid and binding
agreement of the applicable Other Parties, enforceable against each of such Other Parties in accordance with its terms, and that the Other Parties will seek to enforce their respective
rights under the Continuing Disclosure Agreement only in good faith, in commercially reasonable circumstances, and in a commercially reasonable manner. Whenever a statement concerning
factual matters herein is qualified by the phrase "our knowledge," it is intended to indicate that, during the course of our representation of Tanamera/Roripaugh, Tanamera/Roripaugh
II, and Traditions in connection with this matter, no information that would give us current actual knowledge of the inaccuracy of such factual statements has come to the attention of
the attorneys in our firm who have been involved with our representation of Tanamera/Roripaugh, Tanamera/Roripaugh II, and Traditions in connection with this matter. Please be advised
that only Robert M. Haight, Jr. and Tyler Browning have been so involved. Other than our review of the documents listed above, and our determining the knowledge of the foregoing lawyers
who have performed legal services for Tanamera/Roripaugh, Tanamera/Roripaugh II, and Traditions in connection with this transaction, we have not undertaken any factual investigation,
and any limited inquiry undertaken by us during the preparation of this opinion letter should not be regarded as such an investigation. No inference concerning our knowledge of any factual
matters bearing on the accuracy of any such factual statement should be drawn from our limited representation of Tanamera/Roripaugh, Tanamera/Roripaugh II, and Traditions. We have not
made or undertaken to make any investigation as to the state of title to the property within the District, and we express no opinion with respect to such title. We have made such examination
of California law and the law of the United States of America as we deem relevant for the purposes of this opinion letter. We have not considered the effect, if any, of the laws of any
other jurisdiction upon the matters covered by this opinion letter. Pillsbury Winthrop Shaw Pittman LLP
Temecula Public Financing Authority Community Facilities District No, 03-02 Temecula Public Financing Authority Stone & Youngberg LLC April 27, 2006 Page? Based on the foregoing and
subject to the assumptions and qualifications set forth in this letter, it is our opinion that: 1. Based solely on the Tanamera/Roripaugh Good Standing Certificates, Tanamera/Roripaugh
is a duly formed limited liability company and is existing in good standing under the laws of the State of California. 2. Based solely on the Tanamera/Roripaugh II Good Standing Certificates,
Tanamera/Roripaugh II is a duly formed limited liability company and is existing in good standing under the laws of the State of California. 3. Based solely on the Traditions Good Standing
Certificates, Traditions is a duly formed limited liability company and is existing in good standing under the laws of the State of California. 4. Each of Tanamera/Roripaugh, Tanamera/Roripaugh
II, and Traditions has the limited liability company power and authority to execute, deliver, and perform its obligations under the Continuing Disclosure Agreement, has duly authorized,
executed, and delivered the Continuing Disclosure Agreement, and has authorized the performance of its respective duties and obligations thereunder. 5. Based solely upon our knowledge,
the Litigation Searches, and the Developers' Certificates, and other than as disclosed in the Official Statement, there is no litigation pending or threatened against or affecting Tanamera/Roripaugh,
Tanamera/Roripaugh II, or Traditions or any of their respective members (a) which affects or seeks to prohibit, restrain or enjoin the development by Tanamera/Roripaugh, Tanamera/Roripaugh
II, and Traditions of its respective property within the District, or (b) in which Tanamera/Roripaugh, Tanamera/Roripaugh II, or Traditions or any of their respective members may be
adjudicated as bankrupt or discharged from any or all of their debts or obligations or granted an extension of time to pay their debts or a reorganization or readjustment of their debts,
or (c) which seeks to grant an extension of time to pay Tanamera/Roripaugh's, Tanamera/Roripaugh II's, or Traditions' or any of their respective members' debts, or (d) seeks to effect
a reorganization or redjustment Pillsbury Winthrop Shaw Pittman LLP
Temecula Public Financing Authority Community Facilities District No. 03-02 Temecula Public Financing Authority Stone & Youngberg LLC April 27, 2006 PageS of any of Tanamera/Roripaugh's,
Tanamera/RoripaughlFs, or Traditions' or their respective members' debts. 6. 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 special counsel to Tanamera/Roripaugh, Tanamera/Roripaugh II, and Traditions, we met in conferences with representatives of Tanamera/Roripaugh, Tanamera/Roripaugh
II, and Traditions, the District and others, during which conferences the contents of the Official Statement and related matters were discussed. Based solely on our knowledge and the
Developers' Certificates, we advise you that no information came to the attention of the attorneys in our firm rendering services as special counsel to Tanamera/Roripaugh, Tanamera/Roripaugh
II, and Traditions which caused us to believe that, as of the date hereof, the statements contained in the Official Statement relating to Tanamera/Roripaugh, Tanamera/Roripaugh II, and
Traditions, or the property in the District owned by Tanamera/Roripaugh, Tanamera/Roripaugh II, or Traditions (including the proposed development thereof), Tanamera/Roripaugh's, Tanamera/Roripaugh
IPs, or Traditions' development plans, Tanamera/Roripaugh's, Tanamera/Roripaugh II's, or Traditions' financing plan, and the contractual arrangements of Tanamera/Roripaugh, Tanamera/Roripaugh
II, or Traditions (except that no opinion or belief is expressed as to (i) any financial statements and other financial, statistical, or engineering data or forecasts, numbers, charts,
estimates, projections, assumptions or expressions of opinion, or (ii) any information about valuation, appraisals, absorption, or environmental matters) under the captions "INTRODUCTION
--The Community Facilities District" (excluding therefrom the first two paragraphs, for which no opinion is made), "CONTINUING DISCLOSURE --The Developers," and "PROPERTY OWNERSHIP"
(excluding therefrom information under the subcaptions "-Ashby USA, LLC," " -Continental Residential, Inc.," " -Davidson Roripaugh Ranch 122 LLC," " -KB Home Coastal, Inc.," "-Direct
and Overlapping Debt," " -Estimated Valueto-Lien Ratios," " -Overlapping Assessment and Community Facilities Pillsbury Winthrop Shaw Pittman LLP
Temecula Public Financing Authority Community Facilities District No. 03-02 Temecula Public Financing Authority Stone & Youngberg LLC April 27, 2006 Page 9 Districts," " -Estimated Assessed
Value-to-Lien Ratios," " -Transportation Uniform Mitigation Fee; Multi-Species Habitat Conservation Plan," " -Market Absorption Study," and " -Appraised Property Value," for which no
opinion is made) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make such statements, in the light of
the circumstances under which they were made, not misleading. 7. Based solely on our knowledge and the Developers' Certificates, Tanamera/Roripaugh, Tanamera/Roripaugh II, and Traditions
are not in violation of any provision of, or in default under, the Tanamera/Roripaugh Organizational Documents, the Tanamera/Roripaugh II Organizational Documents, and the Traditions
Organizational Documents, respectively, or any other agreement or other instrument, the violation or default under which would materially and adversely affect the ability of Tanamera/Roripaugh,
Tanamera/Roripaugh II, or Traditions to complete the proposed development of their respective property as described in the Official Statement. With respect to the foregoing opinions,
you should be aware of the following: We express no opinion as to the exclusion from gross income for federal income tax purposes of the interest on the Bonds, or the exemption of the
interest on the Bonds from State of California personal income taxes. Except to the limited extent set forth in paragraph 6 above, we express no opinion as to the applicability or effect
on the subject transaction of the securities laws of the State of California or of the United States of America, including but not limited to the Securities Act of 1933, as amended.
We express no opinion as to the laws of any jurisdiction other than the laws of the State of California and the laws of the United States of America. The opinions expressed above concern
only the effect of the laws (excluding the principles of conflict of laws) of the State of California and the United States of America as currently in effect. We assume no obligation
to supplement this letter if any applicable laws change after the date of this letter, or if we become aware of any facts that might change the opinions expressed above after the date
of this letter. Pillsbury Winthrop Shaw Pittman LLP
Temecula Public Financing Authority Community Facilities District No. 03-02 Temecula Public Financing Authority Stone & Youngberg LLC April 27, 2006 Page 10This letter, and the legal
opinions herein, are rendered as of the date hereof and are furnished solely for your benefit in connection with the subject transaction, and may not be relied upon for any other purpose
or furnished to, used, circulated, quoted, or referred to by any other person without our prior written consent, except as contemplated by the Purchase Agreement. This letter is not
intended to, and may not, be relied upon by any owners of the Bonds. We bring to your attention the fact that our legal opinions are an expression of professional judgment and are not
a guarantee of a result. Our engagement with respect to this matter has terminated as of the date hereof, and we do not undertake to advise you of any matters that may come to our attention
subsequent to the date hereof that may affect our legal opinions expressed herein. Pillsbury Winthrop Shaw Pittman LLP
Temecula Public Financing Authority Community Facilities District No. 03-02 Temecula Public Financing Authority Stone & Youngberg LLC April 27, 2006 Page 11This letter is limited to
the matters expressly set forth herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. Respectfully submitted, PILLSBURY WINTHROP SHAW PITTMAN
LLP RMH/BJG [600119051] Pillsbury Winthrop Shaw Pittman LLP
\ EXHIBIT "A" $51,250,000 Temecula Public Financing Authority Community Facilities District No. 03-02 2006 Special Tax Bonds CERTIFICATE OF TANAMERA/RORIPAUGH, LLC The undersigned, on
behalf of Tanamer/Roripaugh, LLC, a California limited liability company (the "Developer"), in connection with the development of certain property (the "Property") located within the
boundaries of the Temecula Public Financing Authority Community Facilities District No. 03-02 (the "District") and in connection with the issuance of the above-captioned Bonds (the "Bonds")
by the District, has requested that Pillsbury Winthrop Shaw Pittman LLP (the "Law Firm") issue a legal opinion to the Temecula Public Financing Authority, the District, and Stone & Youngberg
LLC in connection with the issuance and sale of the Bonds. The legal opinion being issued by the Law Firm (the "Opinion") includes certain assumptions as to factual matters of which
the Law Firm has no, or limited, knowledge. The Developer is providing the Law Firm with this certificate in order to allow the Law Firm to issue the Opinion. Capitalized terms not defined
in this certificate have the respective meanings given those terms in the Opinion. 1. The Developer has reviewed the Opinion, and all factual assumptions which support the opinions rendered
in the Opinion are true, correct, complete and accurate as of the date hereof. 2. The copies of the Tanamera/Roripaugh Organizational Documents delivered to the Law Firm by or on behalf
of the Developer are true and complete copies thereof, which remain in full force and effect and have not been amended or modified as of the date hereof. 3. The Developer is a duly formed
limited liability company and is existing in good standing under the laws of the State of California. 4. The Developer has the limited liability company power and authority to execute,
deliver, and perform its obligations under the Continuing Disclosure Agreement, has duly authorized, executed, and delivered the Continuing Disclosure Agreement, and has authorized the
performance of its respective duties and obligations thereunder. 5. Other than as disclosed in the Official Statement, there is no litigation pending or, to the best knowledge of the
Developer, threatened against or affecting the Developer (including, but not limited to, the actions, if any, described in the computerized litigation search of the records of the Riverside
County Superior Court, the San Bernardino County Superior Court, the Los Angeles County Superior Court, the Orange County Superior Court, the San Diego Superior Court, the Nevada Superior
Courts, the U.S. Bankruptcy Court (All Districts), California, the U.S. District Court, Central District of California, the U.S. District Court, Southern District of California, the
U.S. Bankruptcy Court (Nevada) A-l
and the U.S. District Court (Nevada)) (a) which affects or seeks to prohibit, restrain or enjoin the development by the Developer of its property within the District, or (b) in which
the Developer or any of its members may be adjudicated as bankrupt or discharged from any or all of its debts or obligations or granted an extension of time to pay its debts or a reorganization
or readjustment of its debts, or (c) which seeks to grant an extension of time to pay the Developer's or its members' debts, or (d) seeks to effect a reorganization or readjustment of
the Developer's or its members' debts. 6. As of the date hereof, the statements contained in the Official Statement relating to the Developer, or the property in the District owned by
the Developer (including the proposed development thereof), the Developer's development plans, the Developer's financing plan, and the contractual arrangements of the Developer under
the captions "INTRODUCTION --The Community Facilities District" (excluding therefrom the first first two paragraphs, for which no certification is made), "CONTINUING DISCLOSURE -The
Developers," and "PROPERTY OWNERSHIP" (excluding therefrom information under the subcaptions "-Ashby USA, LLC," " -Continental Residential, Inc.," " -Davidson Roripaugh Ranch 122 LLC,"
" -KB Home Coastal, Inc.," "-Direct and Overlapping Debt," " -Estimated Value-to-Lien Ratios," " -Overlapping Assessment and Community Facilities Districts," " -Estimated Assessed Value-to-Lien
Ratios," " -Transportation Uniform Mitigation Fee; Multi-Species Habitat Conservation Plan," " -Market Absorption Study" and " -Appraised Property Value," for which no certification
is made), do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make such statements, in the light of
the circumstances under which they were made, not misleading. 7. The Developer is not in violation of any provision of, or in default under, the Tanamera/Roripaugh Organizational Documents
or any other agreement or other instrument, the violation or default under which would materially and adversely affect the ability of the Developer to complete the proposed development
of its property as described in the Official Statement. A-2
The foregoing certifications are made as representations of fact only and are not meant to constitute legal conclusions. As representations of fact, the foregoing statements are intended
to be relied upon by the Law Firm in issuing the Opinion. Dated: April 27, 2006 TANAMERA/RORIPAUGH, LLC, a California
limited liability company By: USA Investors II, LLC, A Nevada limited liability company, Its Manager By: Twinleaf Homes, LLC, A California limited liability company, Its Managing Member
By:_ Kenneith V. Rose II Managing Member A-3
EXHIBIT "B" $51,250,000 Temecula Public Financing Authority Community Facilities District No. 03-02 2006 Special Tax Bonds CERTIFICATE OF TANAMERA/RORIPAUGHII, LLC The undersigned, on
behalf of Tanamera/Roripaugh II, LLC, a California limited liability company (the "Developer"), hi connection with the development of certain property (the "Property") located within
the boundaries of the Temecula Public Financing Authority Community Facilities District No. 03-02 (the "District") and in connection with the issuance of the above-captioned Bonds (the
"Bonds") by the District, has requested that Pillsbury Winthrop Shaw Pittman LLP (the "Law Firm") issue a legal opinion to the Temecula Public Financing Authority, the District, and
Stone & Youngberg LLC in connection with the issuance and sale of the Bonds. The legal opinion being issued by the Law Firm (the "Opinion") includes certain assumptions as to factual
matters of which the Law Firm has no, or limited, knowledge. The Developer is providing the Law Firm with with this certificate in order to allow the Law Firm to issue the Opinion. Capitalized
terms not defined in this certificate have the respective meanings given those terms in the Opinion. 1. The Developer has reviewed the Opinion, and all factual assumptions which support
the opinions rendered in the Opinion are true, correct, complete and accurate as of the date hereof. 2. The copies of the Tanamera/Roripaugh II Organizational Documents delivered to
the Law Firm by or on behalf of the Developer are true and complete copies thereof, which remain in full force and effect and have not been amended or modified as of the date hereof.
3. The Developer is a duly formed limited liability company and is existing hi good standing under the laws of the State of California. 4. The Developer has the limited liability company
power and authority to execute, deliver, and perform its obligations under the Continuing Disclosure Agreement, has duly authorized, executed, and delivered the Continuing Disclosure
Agreement, and and has authorized the performance of its respective duties and obligations thereunder. 5. Other than as disclosed in the Official Statement, there is no litigation pending
or, to the best of the Developer's knowledge, threatened against or affecting the Developer (including, but not limited to, the actions, if any, described in the computerized litigation
search of the records of the Riverside County Superior Court, the San Bernardino County Superior Court, the Los Angeles County Superior Court, the Orange County Superior Court, the San
Diego Superior Court, the Nevada Superior Courts, the U.S. Bankruptcy Court (All Districts), California, the U.S. District Court, Central District of California, the B-l
U.S. District Court, Southern District of California, the U.S. Bankruptcy Court (Nevada) and the U.S. District Court (Nevada)), (a) which affects or seeks to prohibit, restrain or enjoin
the development by the Developer of its property within the District, or (b) in which the Developer or any of its members may be adjudicated as bankrupt or discharged from any or all
of its debts or obligations or granted an extension of time to pay its debts or a reorganization or readjustment of its debts, or (c) which seeks to grant an extension of time to pay
the Developer's or its members' debts, or (d) seeks to effect a reorganization or readjustment of the Developer's or its members' debts. 6. As of the date hereof, the statements contained
in the Official Statement relating to the Developer, or the property in the District owned by the Developer (including the proposed development thereof), the Developer's development
plans, the Developer's financing plan, and the contractual arrangements of the Developer under the captions "INTRODUCTION -The Community Facilities District" (excluding therefrom the
first two paragraphs, for which no certification is made), "CONTINUING DISCLOSURE -The Developers," and "PROPERTY OWNERSHIP" (excluding therefrom information under the subcaptions "-Ashby
USA, LLC," " -Continental Residential, Inc.," " -Davidson Roripaugh Ranch 122 LLC," " -KB Home Coastal, Inc.," "-Direct and Overlapping Debt," " -Estimated Value-to-Lien Ratios," " -Overlapping
Assessment and Community Facilities Districts," " -Estimated Assessed Value-to-Lien Ratios," " -Transportation Uniform Mitigation Fee; Multi-Species Habitat Conservation Plan," " -Market
Absorption Study" and " -Appraised Property Value," for which no certification is made), do not contain any untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make such statements, in the light of the circumstances under which they were made, not misleading. 7. The Developer is not in violation of any provision
of, or in default under, the Tanamera/Roripaugh II Organizational Documents or any other agreement or other instrument, the violation or default under which would materially and adversely
affect the ability of the Developer to complete the proposed development of its property as described in the Official Statement. B-2
The foregoing certifications are made as representations of fact only and are not meant to constitute legal conclusions. As representations of fact, the foregoing statements are intended
to be relied upon by the Law Firm in issuing the Opinion. Dated: April 27, 2006 TANAMERA/RORIPAUGH II, LLC, a California limited liability company By: USA Investors II, LLC, A Nevada
limited liability company, Its Manager By: Twinleaf Homes, LLC, A California limited liability company, Its Managing Member By: Kenneith V. Rose II Managing Member B-3
EXHIBIT "C" $51,250,000 Temecula Public Financing Authority Community Facilities District No. 03-02 2006 Special Tax Bonds CERTIFICATE OF TRADITIONS AT RORIPAUGH, LLC The undersigned,
on behalf of Traditions at Roripaugh LLC, a California limited liability company (the "Developer"), in connection with the development of certain property (the "Property") located within
the boundaries of the Temecula Public Financing Authority Community Facilities District No. 03-02 (the "District") and in connection with the issuance of the above-captioned Bonds (the
"Bonds") by the District, has requested that Pillsbury Winthrop Shaw Pittman LLP (the "Law Firm") issue a legal opinion to the Temecula Public Financing Authority, the District, and
Stone & Youngberg LLC in connection with the issuance and sale of the Bonds. The legal opinion being issued by the Law Firm (the "Opinion") includes certain assumptions as to factual
matters of which the Law Firm has no, or limited, knowledge. The Developer is providing the Law Firm with this certificate in order to allow the Law Firm to issue the Opinion. Capitalized
terms not defined in this certificate have the respective meanings given those terms in the Opinion. 1. The Developer has reviewed the Opinion, and all factual assumptions which support
the opinions rendered in the Opinion are true, correct, complete and accurate as of the date hereof. 2. The copies of the Traditions Organizational Documents delivered to the Law Firm
by or on behalf of the Developer are true and complete copies thereof, which remain in full force and effect and have not been amended or modified as of the date hereof. 3. The Developer
is a duly formed limited liability company and is existing in good standing under the laws of the State of California. 4. The Developer has the limited liability company power and authority
to execute, deliver, and perform its obligations under the Continuing Disclosure Agreement, has duly authorized, executed, and delivered the Continuing Disclosure Agreement, and has
authorized the performance of its respective duties and obligations thereunder. 5. Other than as disclosed in the Official Statement, there is no litigation pending or, to the best knowledge
of the Developer, threatened against or affecting the Developer (including, but not limited to, the actions, if any, described in the computerized litigation search of the records of
the Riverside County Superior Court, the San Bernardino County Superior .Court, the Los Angeles County Superior Court, the Orange County Superior Court, the San Diego Superior Court,
the Nevada Superior Courts, the U.S. Bankruptcy Court (All Districts), California, the U.S. District Court, Central District of California, the U.S. District Court, Southern District
of California, the U.S. Bankruptcy Court (Nevada) C-l
and the U.S. District Court (Nevada)), (a) which affects or seeks to prohibit, restrain or enjoin the development by the Developer of its property within the District, or (b) in which
the Developer or any of its members may be adjudicated as bankrupt or discharged from any or all of its debts or obligations or granted an extension of time to pay its debts or a reorganization
or readjustment of its debts, or (c) which seeks to grant an extension of time to pay the Developer's or its members' debts, or (d) seeks to effect a reorganization or readjustment of
the Developer's or its members' debts. 6. As of the date hereof, the statements contained in the Official Statement relating to the Developer, or the property in the District owned by
the Developer (including the proposed development thereof), the Developer's development plans, the Developer's financing plan, and the contractual arrangements of the Developer under
the captions "INTRODUCTION --The Community Facilities District" (excluding therefrom the first two paragraphs, for which no certification is made), "CONTINUING DISCLOSURE -The Developers,"
"PROPERTY OWNERSHIP AND DEVELOPMENT" (excluding therefrom information under the subcaptions "-Ashby USA, LLC," " -Continental Residential, Inc.," " -Davidson Roripaugh Ranch 122 LLC,"
" -KB Home Coastal, Inc.," "-Direct and Overlapping Debt," " -Estimated Value-to-Lien Ratios," " -Overlapping Assessment and Community Facilities Districts," " -Estimated Assessed Value-to-Lien
Ratios," " -Transportation Uniform Mitigation Fee; Multi-Species Habitat Conservation Plan," " -Market Absorption Study" and " -Appraised Property Value," for which no certification
is made), do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make such statements, in the light of
the circumstances under which they were made, not misleading. 7. The Developer is not in violation of any provision of, or in default under, the Traditions Organizational Documents or
or any other agreement or other instrument, the violation or default under which would materially and adversely affect the ability of the Developer to complete the proposed development
of its property as described in the Official Statement. C-2
The foregoing certifications are made as representations of fact only and are not meant to constitute legal conclusions. As representations of fact, the foregoing statements are intended
to be relied upon by the Law Firm in issuing the Opinion. Dated: April 27, 2006 TRADITIONS AT RORIPAUGH, LLC, a California limited liability company By: USA Investors II, LLC, A Nevada
limited liability company, Its Manager By: Twinleaf Homes, LLC, A California limited liability company, Its Managing Member Kenneith V. Rose II Managing Member C-3
EXHIBIT D THE LITIGATION SEARCHES Jxtri sdiction Riverside County Superior Court San Bernardino County Superior Court San Diego County Superior Court Los Angeles County Superior Court
Orange County Superior Court Nevada Superior Courts U.S. District Court, Central District (California) U.S. District Court, Southern District (California) U.S. District Court (Nevada)
Federal Bankruptcy Court (All Districts), California Federal Bankruptcy Court, Nevada Date of Search February 3, 2006 February 3, 2006 February 3, 2006 February 3, 2006 February 3, 2006
February 3, 2006 February 3, 2006 February 3, 2006 February 3, 2006 February 3, 2006 February 3, 2006 Source PACER PACER PACER PACER PACER WESTLAW PACER PACER WESTLAW PACER PACER D-l