Tab_H-5July 15, 2010
R-,ornend l'111'.tnc'111,! ;Authority
ti3~ I ~ ;ll]L h ,ulc\ .ird
R~~~ctiuacl, { .ali~„rni;t 917-10
Rosemead Communit% Dcvelopment Commission
8838 E. Valley Boulc%,trd
Rosemead, 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 Financing Authority (the "Authority") and have acted as
such in connection with the issuance by the Rosemead Community Development Commission
(the "Commission") of the above-captioned Tax Allocation Bonds (the `Bonds"). This opinion
letter is being furnished to you at the request of the Authority and in satisfaction of the condition
sct f01111 in Section 8(d)(x) of the Purchase Agreement, dated June 29, 2010 (the "Purchase
Agrccmcnt"), by and amorr,, f'. J. De La Rosa & Co., Inc., as unLlcrwriter (the "Undenvriter"),
the Authority and the Commission. 1\cccp(umc of this opiliioii letter by you conclusivcly
Opcl'lOc, as \(Itlr ackllovvlcd,_~Cmcilt tl)~lt tlli oj)inion letter all of the specific le~~al
i~Slle, thin 11V to 6~: dh'alt 11h In mm k)jmi m,,et I'Oilh herein.
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(b) 11i.,~ V ui~,hase '\,L'r ~,ement.
Rosemead l i1)~llICIIP' :lLit horit-r
Roscmca~l ('ommu1)it~ DC%elopmentComrilission
h. J. l I Rosa & Co., lilt.
July 1 ~'(ilti
(c) Tlic 011-1cial St:llciil~:nl of the Cumn)is~)ioa, dated June 28, 2010 (the rclAin,-, to the
l_ycci)t as otherwise stated herein, in ey[)R»ill;_' the ohlilioll> sct forth 'ncloNv_ I have
examined and relied ul)on Slicll other documents and records as I h~i~ c deemed ncccssarv. and as
to questions of fact nrltcrial to m> opinions, I have relied upon rcpnvscntations of the Authority
contained in the Purchase Agreement and in the certified procccdin(-s and other certifications of
public officials and others furnished in connection with the closing of the subject transaction,
without undertakii)`- 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 signatures to all such documents
and other writings, and (iii) that, except for the due authorization, execution and delivery of the
Purchase Agreement by the Authority, all such documents and other writings have been duly
authorized, executed and delivered by the parties to such documents and other writings.
Whenever a statement herein is qualified by "to my knowledge," it shall be deemed to
indicate that, during the course of my representation of the Authority in connection with this
transaction, no information that would give me current actual knowledge of the inaccuracy of
such statement has come to my attention. I have not, however, undertaken any independent
investigation to determine the accuracy of such statements, and any limited inquiry undertaken
by me during the preparation of this opinion letter should not be regarded as such investigation.
No inference as to my knowledge of any matters bearing upon the accuracy of any such
statements should be drawn from the fact of my representation of the Authority.
A,fy opinions sct forth herein do Ilot e.~tcn~t to, and I c~l)ress no o1)in1,m:, herein
with resp~~ct to, X111 la~~s other t1l"117 the ln~~s ol'the State of C~ Ilik'rni<l_ htit e_\clu:,i\e of the t,lx
~Md ~~ccuritic 1<n~~. n.11e~ (11)d rcL,ula(itgns id the ~t~Itc (rl C ~Ilili~rni,l ;111d illy- lmv OI tl~c ~Itit~' M
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i~osClllea~{ I'IIYIIICIII~! LIth(~rl '
I:oscnlca~i ComilItIlIM Dc~ ctopment Commission
I J. Dc La Rosa L~ Co., hrc.
July 1 2010
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hL -Nuthotil; Rc:~,luri~,n irnl and Ili III,TII ~~.cruII ,II :ul.l dcliticry of
the 1'urch;l>c ~,>rcenir~zt h.I' hcon dill'. :t]]J the Aulh~~rilo 1Z~ <<,luti~,n i; ill trill f )rce and
effect and ii:i< il~'[ l)ccn nu~cliticcl- :Inicn~lc~l- is<cilldc"1 „r ichcalcol. ~incc IlW tIAIC ()t it' ,I~i~,htion,
1. The Purchase \,~rL:cmcllt has bccil dlli\ authori/cd c\ccuted and dcli~ cred by the
Authority and, assuming due autI101-1/atIoll. cxccution and dclivcr~ by the other pities thereto,
the Purchase Agreement constitutes the legal and bi dlii,, obligation of the Authority
enforceable in accordance with its terms, c\ccpt as enforccnlcllt thereof may be limited by
bankruptcy, insolvency or other laws atf;ci i iig enforcement of creditors rights and by the
application of equitable principles if equitable r(:medies are sought.
4. Except as otherwise disclosed in the Official Statement, to my knowledge, there is
no litigation, proceeding, action, suit, or investigation, at law or in equity, before or by any court,
governmental agency or body, pending or threatened against the Authority, challenging the
creation, organization or existence of the Authority, or the validity of the Purchase Agreement or
seeking to restrain or enjoin the repayment of the Bonds or contesting the validity of the
Purchase Agreement or contesting the authority of the Authority to enter into or perform its
obligations under the Purchase Agreement.
5. I am 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 I have
not undertaken to independently verify the accuracy, completeness or fairness of any such
statements. However; in my capacity as counsel to the Authority, I have participated in certain
conferences and discussions Aith rcprescaI i(ivcs of the Authority and others with respect to the
Of I lcllll Sfailo: cnt. Based ul)()rl im 1,Lirtiell)utloll in the above-mentioned conferences and
discussions (\~hich did not cxtciioi hcNoiid the &'itc hereof), and in reliance thcrcon, I advise ynu
that. oIiii-Mi the course of my rcluc,cnt<l(io~il OI tl)c Authority in this matter. llothin,-Y came to tnv
attention v\hich caused me to hclic~c that the stalcmcnts iu the Of licial ~tatcment. <is of its date.
unolcr tllc caption `Ci II_ :1l I11OIZl I (e~cluolin~~ any financial. ~talistical nr nulncrical data. or
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Ro'Cmcad C'0u1inn1111h Dcv clopn,,. nt Commission
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inli)rnrttiwi copic~, may be includcd in arnv closiii,, document trxi cril7t reaatinL to the
brine to Our attention the fict that mn lc,-,al opinions ~tre Gtn e~hre~~i~~n ~~Ipr~~1e~~iulluf ju~l,~itient
and arc not ~t ~-,uararttee of a tv•ult.
Very truly ~ ours,
JO S f PH M. MON 1. S
Of BURKE, WILLIAMS & SORENSEN, LLP
11A I ~ Q ,