HomeMy WebLinkAboutAuburn City Attorney December 11, 2019
South Correctional Entity.Facility Public Development Authority
Des Moines, Washington
Piper Jaffray& Co.
Seattle, Washington
Re: South Correctional Entity Facility Public Development Authority, Washington
Refunding Bonds, Series 2019
To Whom It May Concern:
I am the duly appointed, qualified and authorized City Attorney for the City of Auburn,
Washington (the "City"). This opinion is being delivered in connection with the issuance of the
South Correctional Entity Facility Public Development Authority Refunding Bonds, Series 2019
(the "Bonds") and pursuant to Section 8(d)(8) of the Bond Purchase Contract between the South
Correctional Entity Facility Public Development Authority (the "Authority") and Piper Jaffray &
Co. dated November 13, 2019 (the "Purchase Contract"). Unless otherwise defined herein, all
capitalized terms used herein shall have the meanings given them in the Purchase Contract.
I have reviewed certain matters related to Ordinance No. 6734 adopted by the City Council on
October 7,2019(the"Ordinance"),and as authorized by the Ordinance,the execution and delivery
of the Amended and Restated SCORE Interlocal Agreement among the City of Auburn, the City
of Burien,the City of Des Moines,the City of Renton,the City of SeaTac and the City of Tukwila,
dated December 11, 2019 (the "Interlocal Agreement").
In connection with the opinions expressed below, I have examined executed originals, or copies
certified or otherwise identified to my satisfaction,of certificates and such agreements,instruments
and documents, and I have satisfied myself as to such other matters as I have deemed necessary in
order to render the opinions expressed below. In reviewing such documents, and in rendering the
opinions expressed below, I have, among other things, relied upon the representations and
warranties as to factual matters contained in the documents.
Based upon the foregoing and my examinations of such questions of law as I have deemed
necessary or appropriate for the purpose of this opinion, and subject to and based upon the
qualifications and assumptions set forth in subsequent portions of this opinion letter, I am of the
opinion that:
1. The City is a municipal corporation duly organized and existing under the laws of
the State of Washington;
2. The City has all full requisite power and authority to (a) adopt the Ordinance, (b)
to execute and deliver the Interlocal Agreement and (c) to perform its obligations
under the Interlocal Agreement;
3. The City has duly authorized and approved the execution and delivery of and the
observance and performance by the City of its covenants and obligations contained
in, the Interlocal Agreement; and
4. The Interlocal Agreement(assuming the due authorization, execution and delivery
thereof by the other parties thereto)constitute the legal,valid and binding obligation
of the City, enforceable in accordance with its terms, except as enforcement may
be limited by or rendered ineffective by bankruptcy, insolvency, fraudulent
conveyance,reorganization,moratorium and other similar laws affecting creditors'
rights generally or the application of equitable principles and the exercise of judicial
discretion in appropriate cases.
I am a member of the bar of the State of Washington. The foregoing opinions are opinions only
and not guarantees or warranties of the matters discussed therein. The foregoing opinions further
are limited to matters involving the federal laws of the United States and the laws of the State of
Washington, and I do not express any opinion as to the law of any other jurisdiction.
The City is not the issuer of the Bonds. I have not acted as bond counsel in connection with the
issuance of the Bonds. Therefore, no opinion is expressed regarding the validity or enforceability
of the Bonds or the Bond Resolution or the exclusion from gross income for purposes of federal
income taxation of the interest on the Bonds, and no opinion is expressed regarding compliance
with requirements of or obtaining of any consent, approval, authorization or order required to be
obtained under any state or federal securities law or regulation that may be necessary to issue, sell
or deliver the Bonds.
This opinion is given as of the date hereof and is based on facts and conditions presently known
to us and the laws and regulations currently in effect, and I do not undertake and hereby disclaim
any obligation to advise you of any change in any matters set forth herein.This opinion is furnished
to you solely for your benefit and may not be relied on by, quoted, nor copies delivered to, any
other person (other than your legal and professional advisors, but only for purposes of their
representations of and advice to you in connection with the purchase and sale of the Bonds)without
my prior written consent in each instance.
Very illy , e urs,
1‘fAkiF
Steven L.~o- `�—
City Attorney