Tab_H-7[D 0RSEY"
July 15, 2010
Rosemead Community Development Commission
Rosemead, California
E. J. De La Rosa & Co., Inc.
San Francisco, California
Re: Rosemead Community Development Commission
Rosemead Merged Project Area
Tax Allocation Bonds, Series 2010A
Ladies and Gentlemen:
We have acted as counsel for U.S. Bank National Association, a national banking
association (the "Trustee") in connection with the execution by the Trustee of the Indenture,
dated as of June 1, 2010 (the "Indenture"), by and between the Rosemead Community
Development Commission (the "Commission") and the Trustee, and (ii) the Continuing
Disclosure Agreement, executed and entered into as of June 1, 2010 (the "Continuing Disclosure
Agreement"), by and among the Commission, Urban Futures, Inc. and the Trustee, in its capacity
as Trustee, each relating to the above-captioned Bonds. We are generally familiar with the
Articles of Association and the Bylaws of the Trustee and are also familiar with the corporate
proceedings of the Trustee with regard to its authorization, execution and delivery of the
Indenture and the Continuing Disclosure Agreement. Capitalized terms used herein shall have
the respective meanings ascribed to them in the Indenture, except as otherwise defined herein.
We have examined such documents and have reviewed such questions of law as
we have considered necessary and appropriate for the purposes of this opinion. In such review,
we have assumed the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, and the conformity with originals of all documents submitted to us as copies.
Where questions of fact material to our opinions expressed below were not established
independently, we have relied upon statements of officers of the Trustee as contained in their
certificates.
Based upon the foregoing, we are of the opinion that:
1. The Trustee is a national banking association, duly organized, validly
existing and in good standing under the laws of the United States of America and is authorized to
exercise trust powers.
2. The Trustee has all requisite corporate power, authority and legal right to
execute and deliver the Indenture and the Continuing Disclosure Agreement, and to perform its
duties and obligations thereunder, and has taken all necessary corporate action to authorize the
acceptance of the duties and obligations of the Trustee under the Indenture and the Continuing
Disclosure Agreement.
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3. The Trustee has duly authorized, executed and delivered the Indenture and
the Continuing Disclosure Agreement. Assuming the due authorization, execution and delivery
thereof by the Commission, the Indenture and the Continuing Disclosure Agreement are the
legal, valid and binding agreements of the Trustee, enforceable in accordance with their terms
against the Trustee.
The opinions set forth above are subject to the following qualifications and
exceptions:
(a) the opinions are subject to the effect of any applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of
general application affecting creditors' rights; and
(b) the opinions are subject to the effect of general principles of equity,
including (without limitation) concepts of materiality, reasonableness, good faith and fair
dealing, and other similar doctrines affecting the enforceability of agreements generally
(regardless of whether considered in a proceeding in equity or at law).
Our opinions expressed above are limited to the laws of the State of California
and the federal laws of the United States of America.
The foregoing opinions are being furnished to you solely for your benefit and may
not be relied upon by, nor may copies be delivered to, any other person without our prior written
consent.
Very truly yours,
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DORSEY & WHITNEY LLP