Tab_H-2July 15, 2010
I . J. De L~1 & Co., Inc.
<.1n Francisco, California
Rosemead Community Development Commission
Rosemead Merged Project Area
Tax Allocation Bonds, Series 2010A
(Supplemental Opinion)
Ladies and Gentlemen:
This letter is addressed to you, as Underwriter, pursuant to Section 8(d)(ii) of the
Purchase Agreement, dated June 29, 2010 (the "Purchase Agreement'), among you, the
Rosemead Community Development Commission (the "Commission") and the Rosemead Public
Financing Authority (the "Authority"), providing for the purchase of $11,230,000 aggregate
principal amount of Rosemead Community Development Commission Rosemead Merged
Project Area Tax Allocation Bonds, Series 2010A (the `Bonds"). The Series 2010A Bonds are
being issued pursuant to an Indenture, dated as of July 1, 2010 (the "Indenture"), by and between
the Commission and U.S. Bank National Association, as trustee (the "Trustee"), related to the
Series 2010A Bonds. Capitalized terms not otherwise defined herein shall have the meanings
ascribed thereto in the Indenture or, if not defined in the Indenture, in the Purchase Contract.
We have delivered our final legal opinion (the "Bond Opinion") as bond counsel to the
Commission ronecniing the validity of the Series 2010A Bonds and certain other matters, dated
tlIc date hcrcor arl~l addressed to the Commission. You ma) rcl~ un such opinion as though the
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tiI~ITlIlI1Cti hrCSCI1tCd tO ll, (\Vh 111121- ati Orl,?I11LL1S Or 1tS Copies) ;IIIJ the dtic alld lc,'al cxccutlwl alTd
dclivcrv thereof bv, uid Nalidit~ aaainst, any parties other than the Conlmi„iOn. AV 'c lmv
a„unled. vvIthout~undertaking to N~:rlfy, the accuracy of the factual niattcr rchrc,ented
vvarrarnted or certified in the documents, and of the legal conclusions contained in the ollirliorl.,
referred to in the third paragraph hereof: We have further assumed compliance o lth all
covenants and agreements contained in such documents. In addition, we call attention to the fact
that the rights and obligations under the Series 2010A Bonds, the Indenture, the Tax Certificate,
the Continuing Disclosure Agreement and the Purchase Agreement and their enforceability may
be subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance,
moratorium and other laws relating to or affecting creditors' rights, to the application of
equitable principles, to the exercise of judicial discretion in appropriate cases, and to the
limitations on legal remedies against redevelopment agencies in the State of California. We
express no opinion with respect to any indemnification, contribution, penalty, choice of law,
choice of forum, choice of venue, waiver or severability provisions contained in the foregoing
documents.
Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we
are of the following opinions and conclusions:
1. The Series 2010A Bonds are not subject to the registration requirements of the
Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to
the Trust Indenture Act of 1939, as amended.
2. The Ptu-chasc Agreement has been duly executed and delis cr,:d by the
Corrnlis,iot7 and cnn~,titutcs a valid and binding agreement.
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I J. Ike La Rasa & Co., Inc.
JtII_ 15, 2010
1'ac
This letter is ftfirIlished h~ us as bond couliscl to the Conlmissioil. 'vo allorne~-client
rclationshir has c.\,istcd or c\ists I~ct\~ccn our (11.171 Mild you in connection with the Series SHWA
llond5 or h% \ IMIC oL this ]Cher. Our cn~a~acmcnt ith respect to the Scrics 2O OA Heeds has
collcluded MIII thcit' l,slla(1CC. WC disclaim piny obli~atii~n to update this letter. This letter is
tleli\ ercd to ~ (M is Underwriter t,i' the Scrics 2010A Bonds, is solel,, 1'or \ ot1r benefit as such
I 'I i derwriter Lind is not to be used, circuCatcd, quoted or otherwise rel'errcd to or relied upon for
any other purpose or by any other person. This letter is not intended to, and may not, be relied
upon by owners of Series 2010A Bonds or by any other party to whom it is not specifically
addressed.
Very truly yours,
ORRIOI , IJFI~ RlNGTON & SUTCLIFFE LLP