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HomeMy WebLinkAboutAD 01-1 Memo RE Disclosure Council Opinion725 SOUTH FIGUEROA STREET SUITE 2800 LOS ANGELES, CA 90017-5406 213.488.7100 F: 213.629.1033 July 19, 2001 Sutro & Co. Incorporated 201 California Street San Francisco, CA 94111 City of Bakersfield 1501 Truxtun Avenue Bakersfield, CA 93301 Re: DISCLOSURE COUNSEL OPINION City of Bakersfield Assessment District No. O l -1 (Ming at Allen/Mountain Vista Drive/Hampton Place) Limited Obligation Improvement Bonds Ladies and Gentlemen: We have acted as disclosure counsel to the City of Bakersfield (the "City") in connection with the purchase by Sutro & Co. Incorporated (the "Underwriter"), from the City of its "City of Bakersfield Assessment District No. O l -1 (Ming at Allen/Mountain Vista Drive/Hampton Place), Limited Obligation Improvement Bonds" in the aggregate principal amount of $2,460,000 (the "Bonds"), pursuant to a Bond Purchase Contract, dated July 12, 2001(the "Purchase Contract"), by and between the Underwriter and the City. The Bonds are being issued pursuant to the Improvement Bond Act of 1915, being Division 10 of the California Streets and Highways Code (the "1915 Act"), the Charter and Municipal Code of the City, and Resolution No.088=01, adopted by the City Council of the City on June 13, 2001(the "Bond Resolution"). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Purchase Contract. In that connection, we have reviewed certain portions of the Bond Resolution, the 1915 Act, the Official Statement of the City, dated July 12, 2001, with respect to the Bonds (the "Official Statement"), the Purchase Contract, certificates of the City, Wilson & Associates (the "Assessment Engineer"), Launer & Associates (the "Appraiser"), Communities at River Oaks, LLC, a California limited liability company ("Communities 20325381v1 July 19, 2001 Page 2 at River Oaks"), Campus Park, LLC, a California limited liability company ("Campus Park"), Hampton Place LLC, a California limited liability company ("Hampton Place"), U.S. Bank Trust National Association, as paying agent, registrar, and transfer agent, and others, the opinions referred to in Section 3(d) of the Purchase Contract, 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. In arriving at the conclusions hereinafter expressed, we are not expressing any opinion or view on, and, with the permission of the Underwriter and the City, 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, delivery, validity and enforceability of the Bonds and the exclusion of interest on the Bonds from gross income for federal income tax purposes). We have assumed that all records, documents, certificates and opinions that we have reviewed, and the signatures thereto, are genuine. Based on and subject to the foregoing, and in reliance thereon, we are of the opinion that the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Bond Resolution is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended. 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, we met in conferences with representatives of the Underwriter, the City, the Assessment Engineer, the Appraiser, Communities at River Oaks, Campus Park, Hampton Place, their respective counsel, as applicable, Orrick, Herrington & Sutcliffe LLP, as bond counsel, and others, during which conferences the contents of the Official Statement and related matters were discussed. Based on our participation in the above-mentioned conferences, 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 serving as disclosure counsel on this matter, no information came to the attention of the attorneys in our firm rendering disclosure counsel services in connection with such representation, which caused us to believe that the Official Statement as of July 12, 2001, and as of the date of this opinion (except for any financial statements and other financial, statistical, or engineering data or forecasts, numbers, charts, estimates, projections, assumptions, or expressions of opinion, any information about valuation, appraisals, absorption, or 20325381v1 July 19, 2001 Page 3 environmental matters, any information about The Depository Trust Company or the book-entry-only system, or Appendices B, C, D, and E included therein, as to which we express no opinion or view) contained or contains any untrue statement of a material fact or omitted or omits 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. Please be advised that only Bruce J. Graham has rendered such disclosure counsel services in connection with such representation. We are furnishing this letter to you pursuant to Section 3(d)(5) of the Purchase Contract. This letter, and the legal opinions herein, are intended for the information solely of the addressees hereof and solely for the purposes of the transactions contemplated by the Official Statement and may not be relied upon by any other person or entity, or for any other purpose, or quoted in whole or in part, or otherwise referred to, in any document, or be filed with any governmental or other administrative agency or other person or entity for any purpose, without the prior written consent of this firm. 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. Respectfully submitted, PILLSBURY WINTHROP LLP 20325381v1