KAMALA D. HARRIS
Attorney General
State of California
DEPARTMENT OF JUSTICE
300 SOUTH SPRING STREET, SUITE 1702
LOS ANGELES, CA 90013
Public: (213)897-2000
Telephone: (213) 897-2037
Facsimile: (213)897-1071
E-Mail; Stepan,Haytayan@doj ,ca, gov
October 4, 2012
Montevina Phase I, LLC
Pleasanton, California
RE:
Site Lease, dated as of October 1, 2012, by and between Montevina Phase I, LLC and the
California School Finance Authority
Ladies and Gentlemen:
We have acted as counsel to the California School Finance Authority (the "Authority") in
connection with the She Lease, dated as of October 1, 2012 (the "Site Lease"), by and between
Montevina Phase I, LLC ("Montevina") and the Authority.
The Authority is entering into the Site Lease pursuant to the provisions ofthe Califomia
School Finance Authority Act, constituting Chapter 18 (commencing with Section 17170) of Part
10 of Division 1 of Title 1 ofthe Education Code. Capitalized terms used herein and not
otherwise defined have the meanings given in the She Lease.
The Lease Payment under the She Lease is payable solely from the proceeds ofthe
Bonds. Neither the faith and credit nor the taxing power ofthe State of California or any
subdivision thereof, or any local agency, is pledged to the payment ofthe Lease Payment. The
Authority has no taxing power with which to provide for payment ofthe Lease Payment, nor
does it have the power to commit the faith and credh or the taxing power ofthe State of
California or any subdivision thereof, or any local agency, to the payment ofthe Lease Payment.
In such connection, we have reviewed the Site Lease, certificates ofthe Authority and
others, and such other documents, opinions and matters to the extent deemed necessary to render
the opinions set forth herein.
As to questions of fact material to this opinion, we have relied upon representations
contained in the Site Lease and in certain certificates, documents, records, statements, and
opinions fumished by, or on behalf of, the Montevina and the Authority, without undertaking to
verify such facts by independent investigation. In addition, we have assumed compliance with
the covenants and agreements contained in the Site Lease.
The opinions expressed herein are based on an analysis of existing laws, regulations,
rulings and court decisions and cover certain matters not directly addressed by such authorities.
Montevina Phase I, LLC
October 4, 2012
Page 2
Such opinions may be affected by actions taken or omitted or events occurring after the date
hereof We have not undertaken to determine, or to inform any person, whether any such actions
are taken or omitted or events do occur or any other matters come to our attention after the date
hereof, and we disclaim any obligation to update this opinion. We have assumed the
genuineness of all documents and signatures presented to us (whether as originals or as copies)
and the due and legal execution and delivery thereofby, and validity against, any parties other
than the Authority. We have not undertaken to verify independently, and have assumed, the
accuracy ofthe factual matters represented, warranted or certified in the documents, and ofthe
legal conclusions contained in the opinions, refened to in the fourth paragraph hereof
Based upon and subject to the foregoing, and in reliance thereon, as ofthe date hereof,
we are ofthe opinion that:
1.
The Authority is duly organized and validly existing under the Constitution and
laws ofthe State of California.
2.
Resolution No. 12-23 ofthe Authority, adopted on May 30, 2012, approving and
authorizing the execution and delivery ofthe Site Lease, was duly adopted at a meeting ofthe
Authority which was called and held pursuant to law and with all public notice required by law
and at which a quorum was present and acting throughout.
3.
There is no action, suit or proceeding pending (with service of process against the
Authority having been accomplished) or any action, suit, proceeding, inquiry or investigation
before any court, governmental agency, public board or body to our knowledge threatened
against the Authority contesting the validity ofthe Site Lease or contesting the existence or
powers ofthe Authority with respect to the She Lease wherein an unfavorable decision, ruling or
finding would adversely affect the transactions contemplated by the Site Lease (it being
understood that we have made no docket search of state or federal courts nor any other similar
inquiry regarding such matters).
4.
The execution and delivery ofthe Site Lease and compliance with the provisions
thereof under the circumstances contemplated thereby do not and will not in any material respect •
conflict with or constitute on the part ofthe Authority a breach of or defauh under any agreement
or other instrament known to me to which the Authority is a party or by which h is bound or any
existing law, regulation, court order or consent decree to which the Authority is subject, which
would, in any such case, adversely affect the Authority's ability to perform its obligations under
the Site Lease; provided that no representation is made regarding compliance with any federal or
state securities or "blue sky" laws.
5.
The Site Lease has been duly authorized, executed and delivered by the Authority
and, assuming due authorization, execution and delivery ofthe Site Lease by Montevina, the Site
Lease is a valid and binding obligation ofthe Authority, enforceable in accordance with its
terms, subject to the laws relating to bankruptcy, insolvency, reorganization, anangement,
fraudulent conveyance, moratorium and other similar laws related to or affecting creditors' rights
Montevina Phase I, LLC
October 4, 2012
Page 3
generally and to the application of equitable principles as the court having jurisdiction may
impose, regardless of whether such enforceability is considered in a proceeding in equity or law,
to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies
against govemmental entities in the State of California, We express no opinion with respect to
any indemnification, contribution, penalty, choice of law, choice of foram, choice of venue,
severability, or waiver provisions contained in the Site Lease.
We are furnishing this letter to you as lessor under the Site Lease. It is solely for your
benefit as such lessor, and is not to be used, circulated, quoted or otherwise refened to or relied
upon for any other purpose or by any other person. This letter is not intended to, and may not, be
relied upon by any other party to whom it is not specifically addressed. No attorney-client
relationship has existed or exists between you and us in connection with the Site Lease, by virtue
ofthis letter or otherwise.
Sincerely,
STEPAN A, HAYTAYAN
Deputy Attorney General
For
SA2010102648
60859098,doc
KAMALA D. HARRIS
Attorney General