Tab_H-3July 15, 2010
Rnscmcu~l Community Development Commission
Rosclllcad. California
L. J. De La P o_~a Co., Inc.
San Francisco, California
Rosemead Community Development Commission
Rosemead Merged Project Area
Tax Allocation Bonds. Series 2010A
(Disclosure Counsel Opinion)
Ladies and Gentlemen:
We have acted as disclosure counsel to the Rosemead Community Development
Commission (the "Commission"), as the issuer on this date of $11,230,000 aggregate principal
amount of the Rosemead Community Development Commission Rosemead Merged Project Area
Tax Allocation Bonds, Series 2010A (the "Bonds"). The 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").
In_t1lat crnlucctitln. vvc rcvIcvlcd ~I rrintc-l colw ofth: 0"i-Icial Statcmcnt, ~latc~_t June
r,,°latin~2 10 tllc 1~omk (tile -()1'11C1,11 Statement i the Pul'c1m,,, .~.reClllent. ~1~Itc~l Ju1tt
i)Ih (tile I'urch<l;c :~~~rcemcnt'). by and ~lmun~~ I. J. D~,' I ~I IZa C~kl._ hic. ith,:
~l ~IhICIv%Iit~~I" K the ( I,nlnli-k)II ;illd the [Zo~~~mc~l~l } inancin~ Autll~,rit~ (tile ~iil~,r l~
IIIIiIll~ll_ t I I .~t111I I11`._ tiles I I t 1 12 c ~IIIJ II~I~, lll'~` ?1 1111i~11~ Il~~_i
d t~ ?1I'llliI1 1'"111, ;I11~1 ~t1,1 I~Itc Its "I I li?I Ill' tI~: ~I 1~.11i1i1" AI~'~`~~i~-
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accuracy of ill 111CM,11 nlLlttct's rgreselltCd anj TcI-1~11 ci111CI1ISiOnc~ Cll11LJ11C1l tilcl-clll. 1IlCIU,11111_'.
without li111itation. 1111v rcpIvC'clItations anal 1CLL11 ctlnclu') 0115 rtllc ~lu~~ ~I~Ith~,ri~~ltt~~n,
issuance, deliN cry, v ali~lity anal enlilrceahility of the Bomk all~l the eyclusioil of interest thcrcolr
from gross income for lC&Iul income t11y purposes, and the Ic,,G1Tivalidity <an~[ eutorceability
of the Indenture and an) laws, documents or instruments that may be related to the issuance,
payment or security of the Bonds. We have assumed that all records, documents, certificates and
opinions that we have reviewed, and the signatures thereto, are genuine.
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. In our capacity as disclosure counsel to the Commission, to assist it in part
of its responsibility with respect to the Official Statement, we participated in conferences with
representatives of the Commission, the City, the Authority and their respective counsel, Urban
Futures, Inc., as Fiscal Consultant to the Commission, the Underwriter and Stradling Yocca
Carlson & Rauth, as Underwriter's counsel, and others, during which the contents of the Official
Statement and related matters were discussed. Based on our participation in the above-
mentioned conferences (which did not extend beyond the date of the Official Statement), and in
reliance thereon and on the records, documents, certificates, opinions and matters mentioned
above, we advise you as a matter of fact and not opinion that, during the course of our role as
disclosure counsel with respect to the Bonds, no facts came to the attention of the attorneys in
OL11, Firm rcndering 1eLal services in connection with such role which caused us to believe that the
01)-icial 5tatcnlcnt as of its date (ciycept for any CUSIP numbers, financial, accounting,
stuHAICal_ ccono niic. cn,-,inccrin,-, of &niograpluc data or forcc~lsts. rlunibers, charts, table-),
raE~hti. c5timatc;. ~~lo)CCtlotl~. a5~lllll(~tlollti 4->I' e.A[?l"CS I(~nS of 01)inloll. LIM in1C,r111ati0Y1 t111Ollt
1~e~l~ihility. v <1luatilln, aE1J~r~lis~lls. ah~l~ri~tion. real estate or env ironmental lnatterti. <1nv
nl~uul~~enlent cliscu~~i1>n~ anal analv,i~. or ,ulv inl~ornlatioll ahlull pooh-entrv. l a.~ I~.~enl~~tion_ Ih~:
1 q'o'llosv i 1'u t ullli~(111v. 1111 . iZlltlll,-, ~_e11C1 e~. ~Ml i ti1C illli)1-n , l101l C IllIIIIC~~ l
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K~~~Cn]ca~~ Cunu>>unit~ I~c~ ci~~1~~>>c~lt C~~>>t~~i~i~~i~~n
July 1 , 2010
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By acceptance of thi; lcttcr you rcc~icnize and ackriOwledge than (i) the preceding
paragraph is not an opinion but in the nature of negative ob-scn ations bit cd on ~;crt,dn limited
activities performed by specific lawyers in our firm in our role as disclo-,ure counsel, and is
provided to the Underwriter as part (subsidiary to the part performed by the Underwriter and its
counsel) of its responsibilities under certain securities laws, (ii) the scope of those activities
performed by us were inherently limited and do not purport to encompass all activities that the
Underwriter (or the Commission, the City or the Authority) may be responsible to undertake;
(iii) those activities performed by us rely on third party representations, warranties, certifications
and opinions, including and primarily, representations, warranties and certifications made by the
Commission, the City, the Authority, and are otherwise subject to the conditions set forth herein;
and (iv) this letter may not be sufficient for or appropriate to your purposes.
This letter is furnished by us as disclosure counsel to the Commission. No attorney-client
relationship has existed or exists between our firm and the Underwriter in connection with the
Bonds or by virtue of this letter. Our engagement with respect to this matter has terminated as of
the date hereof, and we disclaim any obligation to update this letter. This letter is not to be used,
circulated, quoted or otherwise referred 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 Bonds or by any
other party to whom it is not specifically addressed.
Very truly yours: t'u..,., ,
ORRICK, HERRIN6-10-.y & SUTCLIFFE LLP