Tab_H-6STRADLING YOCCA CARLSON & RAUTH
A PROFESSIONAL CORPORATION
ORANGE COUNTY
(949) 725-4000
ATTORNEYS AT LAW
SAN DIEGO
660 NEWPORT CENTER DRIVE, SUITE 1600
(858) 926-3000
NEWPORT BEACH, CA 92660-6422
SAN FRANCISCO
(415) 283-2240
TELEPHONE (949) 725-4000
SANTA BARBARA
(805) 730-6800
FACSIMILE (949) 725-4100
SACRAMENTO
(916) 449-2350
July 15, 2010
E. J. De La Rosa & Co., Inc.
San Francisco, California
Re: ,$11,230,000 Rosemead Community Development Commission (Los Angeles County,
California) Rosemead Merged Project Area Tax Allocation Bonds, Series 2010A
(Bank Qualified)
Ladies and Gentlemen:
We have acted as legal counsel to the underwriter in connection with its purchase of the
above-referenced bonds (the "Bonds") pursuant to the Purchase Agreement (the "Purchase
Agreement"), dated June 29, 2010, by and among the Rosemead Community Development
Commission, the Rosemead Financing Authority (the "Authority"), and E. J. De La Rosa & Co., Inc.
(the "Underwriter"). The Bonds are being issued pursuant to an Indenture dated as of June 1, 2010
(the "Indenture"), by and between the Commission and U.S. Bank National Association, as trustee.
In rendering our opinion, we have examined originals or copies certified or otherwise
identified to our satisfaction of (i) the Official Statement dated June 29, 2010 (the "Official
Statement") with regard to the Bonds, (ii) the Indenture, (iii) the Purchase Agreement, (iv) the
Continuing Disclosure Agreement, dated as of June 1, 2010 (the "Continuing Disclosure
Agreement"), (v) letters, certificates and opinions delivered to you pursuant to the provisions of
Section 8(d) of the Purchase Agreement, and (vi) such other documents, certificates, instructions and
records as we have considered necessary or appropriate as a basis for our opinion.
We have assumed, but not independently verified, that the signatures on all documents,
letters, opinions and certificates which we have examined are genuine, that all documents submitted
to us are authentic and were duly and properly executed by the parties thereto and that all
representations made in the documents that we have reviewed are true and accurate.
Based upon and subject to the foregoing, we are of the opinion that:
(i) the provisions of the Continuing Disclosure Agreement comply with the requirements
of Rule 15c2-12 under the Securities Exchange Act of 1934, and
(ii) the Bonds are not subject to the registration requirements of the Securities Act of
1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of
1939, as amended.
DOC S OC/ 1420773 v2/022884-0019
E. J. De La Rosa & Co., Inc.
July 15, 2010
Page Two
Although we have not undertaken to check the accuracy, completeness or fairness of, or
verified the information contained in, the Official Statement, and are therefore unable to make any
representation in that regard, we have participated in conferences prior to the date of the Official
Statement with representatives of the Underwriter and representatives of the Commission and the
Authority, including Bond Counsel, Disclosure Counsel, Commission General Counsel, Authority
General Counsel, and the Fiscal Consultant, during which conferences the contents of the Official
Statement and related matters were discussed. Based upon the information made available to us in
the course of our participation in such conferences, our review of the documents referred to above,
our reliance on the documents, certificates, instructions and records and the opinions of counsel
described above and our understanding of applicable law, we advise you as a matter of fact but not
opinion that no information has come to the attention of the attorneys in the firm representing the
Underwriter which caused us to believe that the Official Statement as of its date contained, or as of
the date hereof contains, any untrue statement of a material fact, or as of its date omitted, or as of the
date hereof omits, to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading (except
that we express no view with respect to information related to any financial, statistical, engineering,
economic or demographic data or forecasts, numbers, charts, tables, estimates, projections, assessed
valuations or any information about CUSIP numbers, the book-entry system or The Depository Trust
Company contained in the Official Statement, including any of the appendices thereto). Finally,
other than reviewing the various certificates and opinions required by the Purchase Agreement
regarding the Official Statement, we have not taken any steps since the date of the Official Statement
to verify the accuracy of the statements contained in the Official Statement as of the date hereof.
This opinion is being rendered to you solely for your benefit in connection with your
purchase of the Bonds and is not to be used, circulated, quoted or otherwise referred to for any other
purpose without our prior written consent. This letter may not be relied upon by owners of the
Bonds. This letter is limited to matters governed by the laws of the State of California and federal
securities laws, and we assume no responsibility with respect to the applicability or the effect of the
laws of any other jurisdiction. No opinion is expressed herein with respect to the validity of the
Bonds or the compliance with, or applicability of, any "blue sky" laws of any state as they relate to
the offer or sale of the Bonds.
Our engagement by you with respect to the Bonds terminates as of the date hereof, and we
have not undertaken any duty, and expressly disclaim any responsibility, to advise you as to events
occurring after the date hereof with respect to the Bonds or other matters discussed in the Official
Statement.
Respectfully submitted,
DOCS OC/ 1420773 v2/022884-0019