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<br />Bank of America, N ,A. <br />June 8, 2009 <br />Page 2 <br /> <br />3, The Agreement has been duly authorized, executed and delivered by the City, and on <br />the assumption that the Agreement is a legal, valid and binding obligation of the Bank, the <br />Agreement constitutes the legal, valid and binding obligation of the City enforceable in accordance <br />with its terms. The Note has been duly authorized, executed and delivered by the City and <br />constitutes a valid and binding special limited obligation of the City, payable in accordance with, and <br />as limited by, its terms and the terms of the Agreement. <br /> <br />This opinion is qualified to the extent that the rights of the holder of the Note and the <br />enforceability of the Ordinance, the Note and the Agreement may be limited by bankruptcy, <br />insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally, now <br />or hereafter in effect, and by the exercise of judicial discretion in appropriate cases in accordance with <br />equitable principles. This opinion is solely for the benefit of the addressee and this opinion may not be <br />relied upon in any manner, nor used, by any other persons or entities. <br /> <br />The description of the Note in this opinion and other statements concerning the terms and <br />conditions of the issuance of the Note do not purpbrt to set forth all of the terms and conditions of the <br />Note or of any other document relating to the issuance ofthe Note, but are intended only to identify the <br />Note and to describe briefly certain features thereof. This opinion shall not be deemed or treated as an <br />offering circular, prospectus or official statement, and is not intended in any way to be a disclosure <br />document used in connection with the sale or delivery of the Note, <br /> <br />In delivering the foregoing opinions we have assumed the accuracy and truthfulness of all <br />public records and of all certifications, documents and other proceedings examined by us that have <br />been executed or certified by public officials acting within the scope of their official capacities and <br />have not verified the accuracy or truthfulness thereof, We have also assumed the genuineness of the <br />signatures appearing upon such public records, certifications, documents and proceedings. <br /> <br />We express no opinion with respect to any other document or agreement entered into by the <br />City or by any other person in connection with the Note, other than as expressed herein. <br /> <br />Respectfully submitted, <br /> <br /> <br />,?/~~ <br /> <br /> <br />GREENBERG TRAURIG, P.A, . ATTORNEYS AT LAW. WWW.GTLAW.COM <br />