reconvene regular meeting: 7:00 pm - Irvine Unified School District

Section 6. Conditions Precedent to the Closing. Conditions precedent to the
Closing are as follows:
(a) The execution and delivery of the Note consistent with the Resolution and
the Note Participations as specified in the Trust Agreement.
(b) A legal opinion addressed to the Participant, and addressed to or upon
which the Underwriter may rely, dated the date of Closing, of Orrick, Herrington & Sutcliffe
LLP (“Bond Counsel”) with respect to the validity and tax-exempt status of the Note.
(c) A legal opinion addressed to the Participant, and addressed to or upon
which the Underwriter may rely, dated the date of Closing of Hawkins Delafield & Wood LLP
(“Disclosure Counsel”), to the effect that, on the basis of the information developed in the course
of the performance of the services as Disclosure Counsel, considered in light of its understanding
of the applicable law and experience such counsel has gained through its practice thereunder, as
of the date of such opinion, Disclosure Counsel has no reason to believe that the Official
Statement (except for any financial, statistical and demographic information, information relating
to The Depository Trust Company, New York, New York and its book-entry system contained in
the Official Statement and in Appendices [B, C, D and E], as to all of which such counsel
express no opinion) as of its date, and as of the date of such opinion, contained or contains any
untrue statement of a material fact or omitted or omits to state a material fact necessary to make
the statements therein, in light of the circumstances under which they were made, not
misleading.
(d) A legal opinion, dated the date of Closing and addressed to or upon which
the Underwriter may rely, of counsel to the Participant, with respect to the due authorization,
execution and delivery of the Note, in form and substance acceptable to Bond Counsel.
(e) At the Underwriter’s election, at or prior to the Closing, evidence shall be
delivered that the Note Participations shall have been rated “[MIG 1]” by Moody’s Investors
Service, and that the rating is in full force and effect as of the date of the Closing.
(f) As applicable, an investment agreement, if any, with a provider rated in
one of the two highest long-term rating categories by Moody’s Investors Service or Standard &
Poor’s Ratings Services, which provides for the investment of moneys held by the Trustee in
each of the Proceeds Fund, the Note Participation Payment Fund and the Cost of Issuance Fund
created under the Trust Agreement at a rate not less than the rate specified in the Pricing
Confirmation with payment at or about maturity.
(g) The execution and delivery by the Participant of a tax certificate
acceptable to Bond Counsel.
(h) The execution and delivery of the Note Participations by the Trustee,
pursuant to the Trust Agreement.
(i) Such other certificates, instruments or opinions as Bond Counsel may
deem necessary or desirable to evidence the due authorization, execution and delivery of
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