HomeMy WebLinkAboutFinal Approving Legal Opinion of Quint & Thimming LLP
filling f rrilllllllll/Y One Embatcadero Center, Suite 2420 (juint & l liiininig HP s-"-«*» CA 94m-3737 Attorneys at Law Telephone: 415/765-1550 Telecopier: 415/765-1555 April 27, 2006
Board of Directors Temecula Public Financing Authority 43200 Business Park Drive Temecula, California 92590 OPINION: $51,250,000 Temecula Public Financing Authority Community Facilities
District 03-02 (Roripaugh Ranch) 2006 Special Tax Bonds Members of the Board of Directors: We have acted as bond counsel in connection with the issuance by the Temecula Public Financing
Authority (the "Authority") of its $51,250,000 Temecula Public Financing Authority Community Facilities District 03-02 (Roripaugh Ranch) 2006 Special Tax Bonds (the "Bonds") pursuant
to the Mello-Roos Community Facilities Act of 1982, as amended (Section 53311 et seq., of the California Government Code) (the "Act"), a Fiscal Agent Agreement, dated as of March 1,
2006 (the "Fiscal Agent Agreement"), by and between the Authority for and on behalf of the Temecula Public Financing Authority Community Facilities District 03-02 (Roripaugh Ranch) (the
"District"), and U.S. Bank National Association, as fiscal agent, and Resolution No. TPFA 06-01 adopted by the Authority on February 28, 2006 (the "Resolution"). We have examined the
law and such certified proceedings and other documents 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 contained in the Resolution and in the certified proceedings and certifications of public officials and others furnished to us, without undertaking to verify the same
by independent investigation. Based upon the foregoing, we are of the opinion, under existing law, as follows: 1. The Authority is duly created and validly existing as a joint exercise
of powers authority, with the power to adopt the Resolution, enter into the Fiscal Agent Agreement and perform the agreements on its part contained therein and issue the Bonds. 2. The
Fiscal Agent Agreement has been duly entered into by the Authority, for and on behalf of the District, and constitutes a valid and binding obligation of the Authority enforceable upon
the Authority. 3. Pursuant to the Act, the Fiscal Agent Agreement creates a valid lien on the funds pledged by the Fiscal Agent Agreement for the security of the Bonds, on a parity with
the pledge thereof for the security of any Parity Bonds that may be issued under, and as such term is defined in, the Fiscal Agent Agreement.
Temecula Public Financing Authority April 27, 2006 Page 2 4. The Bonds have been duly authorized, executed and delivered by the Authority and are valid and binding limited obligations
of the Authority on behalf of the District, payable solely from the sources provided therefor in the Fiscal Agent Agreement, on a parity with any Parity Bonds that may be issued under
and as such term is defined in the Fiscal Agent Agreement. 5. Subject to the Authority's compliance with certain covenants, interest on the Bonds is excludable from gross income of the
owners thereof for federal income tax purposes under section 103 of the Internal Revenue Code of 1986, as amended (the "Code") and, under section 55 of the Code, is not included as an
item of tax preference in computing the federal alternative minimum tax for individuals and corporations under the Code but is taken into account in computing an adjustment used in determining
the federal alternative minimum tax for certain corporations. Failure by the Authority to comply with one or more of such covenants could cause interest on the Bonds to not be excludable
from gross income under section 103 of the Code for the federal income tax purposes retroactively to the date of issuance of the Bonds. 6. The interest on the Bonds is exempt from personal
income taxation imposed by the State of California. Ownership of the Bonds may result in other tax consequences to certain taxpayers, and we express no opinion regarding any such collateral
consequences arising with respect to the Bonds. The rights of the owners of the Bonds and the enforceability of the Bonds, the Resolution and the Fiscal Agent Agreement may be subject
to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted and also may be subject to the exercise of judicial
discretion in accordance with general principles of equity. In rendering this opinion, we have relied upon certifications of the Authority and others with respect to certain material
facts. Our opinion represents our legal judgment based upon such review of the law and facts that we deem relevant to render our opinion and is not a guarantee of a result. This opinion
is given as of the date hereof and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any
changes in law that may hereafter occur. Respectfully submitted,