HomeMy WebLinkAboutOpinion of Dorsey & Whitney LLP, as Counsel to the Fiscal Agent and Dissemination Agent
DORSBY April 27, 2006 Temecula Public Financing Authority Temecula, California Stone & Youngberg LLC Los Angeles, California Re: Temecula Public Financing Authority Community Facilities
District No. 03-02 (Roripaugh Ranch) 2006 Special Tax Bonds Ladies and Gentlemen: We are counsel for U.S. Bank National Association, a national banking association (the "Fiscal Agent")
in connection with the execution by the Fiscal Agent of the Fiscal Agent Agreement, dated as of March 1, 2006 (the "Agreement"), by and between the Temecula Public Financing Authority
and the Fiscal Agent, as Fiscal Agent, relating to the above-captioned Bonds, and are generally familiar with the Articles of Association and the Bylaws of the Fiscal Agent and are also
familiar with the corporate proceedings of the Fiscal Agent with regard to its authorization, execution and delivery of: (i) the Agreement, (ii) the Continuing Disclosure Agreement,
(iii) the Continuing Disclosure Agreement, executed and entered into as of March 1, 2006, by and between the Fiscal Agent and Ashby USA, LLC, a California limited liability company,
and (iv) the Continuing Disclosure Agreement, executed and entered into as of March 1, 2006, by and between the Fiscal Agent and Tanamera/Roripaugh, LLC, Tanamera/Roripaugh II, LLC,
a California limited liability company and Traditions at Roripaugh, LLC, a California limited liability company (the documents in (ii) and (iii) referred to herein, collectively, as
the "Developer Disclosure Agreements"). Capitalized terms used herein shall have the respective meanings ascribed to them in the Agreement, except as otherwise defined herein.We have
examined such documents and reviewed such questions of law as we have considered necessary and appropriate for purposes of this opinion, hi such review, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as originals, and the conformity with originals of all documents submitted to us as copies. Where questions of fact
material to our opinions expressed below were not established independently, we have relied upon statements of officers of the Fiscal Agent as contained in their certificates. References
to the Fiscal Agent herein shall be deemed to include references to the Fiscal Agent in its capacity as Dissemination Agent under the Continuing Disclosure Agreement and the Developer
Disclosure Agreements. Based upon the foregoing, we are of the opinion that: 1. The Fiscal Agent is a national banking association duly organized, validly existing and in good standing
under the laws of the United States of America. DORSEY & WHITNEY LLP • WWW.DORSEY.COM • T 949.932.3600 • F 949.932.3601 38 TECHNOLOGY DRIVE • IRVINE, CALIFORNIA 92618-5310 USA CANADA
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DORSEY 2. The Fiscal Agent has all requisite corporate power, authority and legal right to execute and deliver the Agreement, the Continuing Disclosure Agreement and the Developer Disclosure
Agreements and to perform its obligations thereunder, and has taken all necessary corporate action to authorize the execution and delivery thereof and the performance of its obligations
thereunder. 3. The Fiscal Agent has duly authorized, executed and delivered the Agreement, the Continuing Disclosure Agreement and the Developer Disclosure Agreements. Assuming the due
authorization, execution and delivery thereof by the other parties thereto, the Agreement, the Continuing Disclosure Agreement and the Developer Disclosure Agreements are the legal,
valid and binding agreements of the Fiscal Agent, enforceable in accordance with their terms against the Fiscal Agent. 4. To the best of our knowledge, no authorization, approval, consent,
or order of any governmental agency or regulatory authority having jurisdiction over the Fiscal Agent that has not been obtained by the Fiscal Agent is required for the authorization,
execution and delivery by the Fiscal Agent of the Agreement, the Continuing Disclosure Agreement or the Developer Disclosure Agreements. 5. To the best of our knowledge, there is no
litigation pending against the Fiscal Agent to restrain the Fiscal Agent's participation in, or in any way contesting the powers of the Fiscal Agent with respect to the transactions
contemplated by the Fiscal Agent Agreement, the Continuing Disclosure Agreement or the Developer Disclosure Agreements. 6. The execution and delivery of the Fiscal Agent Agreement, the
Continuing Disclosure Agreement and the Developer Disclosure Agreements by the Fiscal Agent, and compliance with the provisions thereof will not contravene the Articles of Association
or Bylaws of the Fiscal Agent or, to the best of our knowledge, any law or regulation governing the banking and trust powers of the Fiscal Agent. The opinions set forth above are subject
to the following qualifications and exceptions: (a) The opinions are subject to the effect of any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or
other similar laws of general application affecting creditors' rights; and (b) The opinions are subject to the effect of general principles of equity, including (without limitation)
concepts of materiality, reasonableness, good faith and fair dealing, and other similar doctrines affecting the enforceability of agreements generally (regardless of whether considered
in a proceeding in equity or at law). Our opinions expressed above are limited to the laws of the State of California and the federal laws of the United States of America. DORSEY & WHITNEY
LLP
DORSEY The foregoing opinions are being furnished to you solely for your benefit and may not be relied upon by, nor may copies be delivered to, any other person without our prior written
consent, provided a copy of this opinion letter may be included in the transcript of closing documents prepared for the Bonds. Very truly yours, DORSEY & WHITNEY LLP