Tab_H-4July 15, 2010
Rlljcn)c: iid Commuillty 1Jcvelopment Com1111ss1011
S8 8 l N"alley Boulc\ and
Ro,cnic~id, California 91770
E. J. De La Rosa & Co., Inc.
101 Montgomery Street, Suite 2150
San Francisco, California 94104
Re: $11,230,000 Rosemead Community Development Commission Rosemead
Merged Project Area Tax Allocation Bonds Series 2010A
Ladies and Gentlemen:
I am counsel to the Rosemead Community Development Commission (the
"Commission") and have acted as such in connection with the issuance by the Commission of
the above-captioned Tax Allocation Bonds (the "Bonds"). This opinion letter is being furnished
to you at the request of the Commission and in satisfaction of the condition set forth in Section
8(d)(v) of the Purchase Agreement, dated June 29, 2010 (the "Purchase Agreement"), by and
among E. J. De La Rosa & Co., Inc., as underwriter (the "Underwriter"), the Rosemead
Financing Authority and the Commission. Acceptance of this opinion letter by you conclusively
operates as your acknowledgement that this opinion letter addresses all of the specific legal
issues that are to be dealt with in my opinions set forth herein. Capitalized terms not otherwise
defined herein have the meanings given to them in the Indenture (hereinafter defined).
In rendering the opinions set forth herein, I have examined and relied upon originals or
copies of the followi n,, :
tilt Rc olution No. CDC2010-21, adopted by the Commission on June 22, 2010 (the
(~,Inl>>i~>i~,n 1Z~~uluti~>>7'~t.
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f-. J. I)c I.a Ro,~t' (-o.. lnc.
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tc) The Oll1CILO Statement of the Commi„ion, dated June 29, 20 ith,~ Jlicial
tatcm~t~t )rctatiuL,- to the Rond,.
I he lndentinc. the l'urcha,c ALrccmcnt, the Bond,_ md the Continuing Disclosure
Agreemcnt are collcctly clv rl'IcrrcJ to lici-Cm a, the '-Commission DOCLIMCIlt,-.
Except as otherwise stated herein, in expressing the opinions set forth below, I have
examined and relied upon such other documccits and records as I have deemed necessary, and as
to questions of fact material to my opinions, I hm c relied upon representations of the
Commission contained in the Commission Documents and in the certified proceedings and other
certifications of public officials and others furnished in connection with the closing of the subject
transaction, without undertaking to verify the same by independent investigation.
I have assumed without investigation (i) the authenticity and completeness of all
documents and other writings submitted to or reviewed by me as originals and the conformity in
all respects to originals of all documents and other writings submitted to or reviewed by me as
copies or reproductions of originals (ii) the genuineness of all sigwiwres to all such documents
and other writings, and (iii) that, except for the due authorization, c.`ccution and delivery of the
Commission Documents by the Commission, all such documents and other writings have been
duly authorized, executed and delivered by the other parties to such documents and other
writings.
Whenever a statement herein is qualified by "to my knov~ ledge," it shall be deemed to
indicate that, during the course of my representation of the Comrrii„ion in connection with this
transaction, no information that would give me current actual knoxv1c(1Lc of the inaccuracy of
stich statcment has come to my attention. I lb we not. however, lmdcrtaktm any irndcliendent
inNcsti~,tltion to dctclt~liile the accuracy (,F rich st,ltcmcnts_ and and linlitc~] in+tin undcrtahcn
b-, me durim-, the prc)aratiun u1 thi, ohinion latter ,)(mid not he r~~~<lr~lc~l a, ;uch illy c,ti~~ati~ln.
'fro ini~r~~ncc a, to lnti (d ~lnv 111attcr, hcarin~~ UPoll the ~lccurac~ ul any uch
sl~lt~'rll~'nt, ,hould he dlr l ll ]mill 111c I lct of 111 1Ch1C>C111l311(~ll o) t.ll,2 t (~Illllll>,II~1L
i
li-I:IIIIi.' iJ";-1 lilllll11,)31 111,1 1 1 1 1 '1 ill i1!1-~I1.
01? tht h"lsi, lll..uld ~uhj~ct to,,III~l III I11)('11 Ill
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Vo~cmcaid ('olllll]llnlly 1)cvcfopmrntComnli,~sit5n
1. J. I)c I a Rosa c~- Co.. Jnc.
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1. The G'1111111-i('11 i- I ptll)h' 1)~' , , rrrporate and politic, duly organized and validly
existing under the labs "d 111t >I'If( ()f-(
I he Corium i1 m l:c-4tition approving and authorizing the c~:c~utl~,i1 and delivery
of tic t.~,nlnII"Io)n 1)~>cti„ZCI t- :Incl approving the ( )flsc Lil ~-l:ocrimit has been duly adopted, and
t],c i onIIIII I''11 l:c;~,luli~~n i, 111 ftill r(>rce an(i eficLt tnd figs not been modified, amended,
re~cimied or,epealed since the date of its adoption,
3. The Commission Documents have been duly authorized, eyccured and delivered
by the Commission and, assuming due authorization, e\ccution and delivery by the other parties
thereto, the Continuing Disclosure Agreement constitutes the valid, legal and binding obligation
of the Commission enforceable in accordance with its terms, except as enforcement thereof may
be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors rights and
by the application of equitable principles if equitable remedies are sought.
4. The execution and delivery of the Commission Documents and the Official
Statement and compliance with the provisions of the Commission Documents, under the
circumstances contemplated thereby, to my knowledge, (a) do not and will not in any material
respect conflict with or constitute on the part of the Commission a breach of or default under any
agreement or other instrument to which the Commission is a party or by which it is bound, and
(b) do not and will not in any material respect constitute on the part of the Commission a
violation, breach of or default under any existing court order or consent decree to which the
Commission is subject.
5. The Official Statement has been duly authorized by the governing body of the
Commission and exccutcd oil its behalf by an authorized officer of the Commission.
6. E),ccpt <1s othcr«ise disclosed in the Official Statement, to my knowledge, there is
no 116'-"ttio>n_ prt,cccciin,~. action. suit or im c,-,tLation, at law or in equity, before or by any court,
crnmental a~~cnc~ or ho~l~ . hcnclin~~ or t1irc<ttcncc3 a~~~lin t the Coi ms,ion, challenLin,-, the
creation. ur~~anicition or e~ititcnce o1 the Commis>ion. or ~cchin~~ to rc,tr~iin t,r enjoin the
I'el~<I~iT1C111 0~ the 13i,11t1> of Collte~Un_ the A1Illoilt\ of the olllnll~ l011 I)oelllllenl~ of Collle~lln~~
llle ~1Ulhol~ll~ ~~l Ille ~ ol!lllll~~loo In ~'Ilt~l lllt~' i,I I~Crloi~lll Ili tl~llJtlllt~ll~ illlt.ler :lily t!t llle
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Iot llllll~Tl~ihen 1 111 -'J~C211 it l~ \elll'~ 1110 ,3eC!1Y,t IIII C1.~'ih'~~ of llilea of 111' ~ll~l1
~~tl~lelll:'lll~_ Ilo~`,~'~~I, 111 III ~;Il1,t~J1~ :I~ CoLIII~~I t~~ illy' ~ ollllill~~~ioll, 1 Il,t~e I?llltl~lll,lte~l .It
Roticlncad ComnlUili1% Dc%clopment Commission
I-_ J, 0C La Ro,a & Co., 111C.
Pa,-, c 4
ccrtain coiil2rencc, ind clisCtt„ions with rcpresentatives of the Commi„ion and ethers with
rc,pcct to the U11icial St,itcmcnt. R i,cd upon my participation in the ahoy C-mentioned
cornl'crcncc, and discussion; (1vhich did not c.\xend hcvond the date hcrcol), anal in reliance
thereon. t advisc you that, durinL the coursC of my repre,Cntatiolt oL the Coln I]II,sion ilI this
mattur_ nothing, came to my attention which caused me to believe that the st~itcmcnts in the
Official Statement, as of its date, under the captions "INTRODUCTORY STATEMENT - The
Commission and the Rosemead Merged Project Area," "TAX ALLOCATION FINANCING
AND LIMITATIONS ON RECEIPT OF TAX INCREMENT - Plan Limitations - Low and
Moderate Income Housing Fund - Pass-Through Arrangements," "THE COMMISSION," and
"THE MERGED PROJECT AREA" (excluding any financial, statistical or numerical data, or
any projections, estimates, assumptions or expressions of opinion, or any statements relating to
the treatment of the Bonds or the interest, discount or premium related thereto for tax purposes
under the law of any jurisdiction, as to all of which we express no opinion or view) contained
any untrue statement of a material fact or omitted to state a material fact necessary in order to
make the statements made, in light of the circumstances under which they were made, not
misleading.
This opinion letter is rendered solely for the benefit of the addressees in connection with
the subject transaction and may not be relied upon or used, or its benefit claimed, by any other
person or entity, or for any other purpose, without my prior written consent, except that
information copies may be included in any closing document transcript relating to the Bonds. I
bring to your attention the fact that my legal opinions are an expression of professional judgment
and are not a guarantee of a result.
Very truly yours,
JOSEI'I1 M. MON I I:S
Of BURKE,Witt 1Y\\15 ~t]I~1~.~;l N LLP