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

affect the market price for, or marketability of, the Note Participations. Prospective purchasers of the Note
Participations should consult their own tax advisors regarding any pending or proposed federal or state tax
legislation, regulations or litigation, as to which Bond Counsel expresses no opinion.
The opinion of Bond Counsel is based on current legal authority, covers certain matters not
directly addressed by such authorities, and represents Bond Counsel’s judgment as to the proper treatment
of the Note Participations for federal income tax purposes. It is not binding on the IRS or the courts.
Furthermore, Bond Counsel cannot give and has not given any opinion or assurance about the future
activities of the Participants, or about the effect of future changes in the Code, the applicable regulations,
the interpretation thereof or the enforcement thereof by the IRS. The Participants have covenanted,
however, to comply with the requirements of the Code.
Bond Counsel’s engagement with respect to the Note Participations ends with the issuance of the
Note Participations, and, unless separately engaged, Bond Counsel is not obligated to defend the
Participants or the Beneficial Owners regarding the tax-exempt status of the Note Participations in the
event of an audit examination by the IRS. Under current procedures, parties other than the Participants
and their appointed counsels, including the Beneficial Owners, would have little, if any, right to participate
in the audit examination process. Moreover, because achieving judicial review in connection with an audit
examination of tax-exempt bonds is difficult, obtaining an independent review of IRS positions with which
the Participants legitimately disagree may not be practicable. Any action of the IRS, including but not
limited to selection of the Note Participations for audit, or the course or result of such audit, or an audit of
bonds presenting similar tax issues may affect the market price for, or the marketability of, the Note
Participations, and may cause the Participants or the Beneficial Owners to incur significant expense.
LITIGATION
There is no litigation now pending or to the knowledge of the respective Participants threatened (i)
to restrain or enjoin the issuance or sale of the Notes or the execution and delivery of the Note
Participations; (ii) questioning or affecting the validity of the Notes or the Note Participations or the Note
Resolutions; or (iii) questioning or affecting the validity of any of the proceedings for the authorization,
sale, execution or delivery of the Notes or the Note Participations.
There are a number of lawsuits and claims pending against certain of the Participants. The
aggregate amount of uninsured liabilities of the Participants, respectively, which may result from such suits
and claims, as determined by any respective Participant, will not, in the opinion of any Participant (as to its
own uninsured liabilities only), materially affect the Participant’s respective finances or impair their
respective abilities to pay amounts sufficient to pay principal of and interest on the Notes as evidenced and
represented by the Note Participations.
RATINGS
The Note Participations have been assigned a rating of “____” by Moody’s on the basis of
assignment of a rating of “____” on each Participant’s respective Note. The ratings on the Note
Participations and each Participant’s respective Note reflect only the views of Moody’s and the
Participants make no representation as to the appropriateness of such ratings. An explanation of the
significance of such rating may be obtained from Moody’s Investors Service, 7 World Trade Center, 250
Greenwich Street, New York, New York 10007. Further, there is no assurance that such rating will
continue for any given period of time or that it will not be revised or withdrawn entirely if, in the sole
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