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f <br /> Mr. Lehman Walker <br /> October 28, 2011 <br /> Page 2 <br /> 3. prepare the Trust Indenture, Base Lease, Lease/Purchase Agreement and all other security <br /> documents authorizing and securing the Certificates and other authorizing proceedings <br /> and legal documents, including ordinances of the City, relating to the authorization and <br /> issuance of the Certificates; <br /> 4. assist in preparing certain portions (described below) of the Official Statement or any <br /> other disclosure document to be disseminated in connection with the sale of the <br /> Certificates; <br /> 5. attend meetings and conferences related to the financing and otherwise consult with the <br /> parties to the transaction prior to the issuance of the Certificates; <br /> 6. assist the City or others in obtaining from governmental authorities such approvals, <br /> rulings, permissions and exemptions as we determine are necessary or appropriate with <br /> respect to the financing; <br /> 7. review certified proceedings and documents relating to the authorization and issuance of <br /> the Certificates; <br /> 8. render our legal opinion regarding the validity of the Certificates, the federal and <br /> Missouri income tax treatment of interest on the Certificates, and such related matters as <br /> may be necessary or appropriate; <br /> 9. coordinate the closing of the transaction, and after the closing assemble and distribute <br /> transcripts of the proceedings and documentation relating to the authorization and <br /> issuance of the Certificates; and <br /> 10. undertake such additional duties as we deem necessary to complete the financing and to <br /> render our opinion. <br /> Our opinion will be executed and delivered by us in written form on the date the Certificates are <br /> exchanged for their purchase price and will be based on facts and law existing as of such date. Upon <br /> delivery of the opinion, our responsibilities as special tax counsel will be concluded with respect to this <br /> financing. Specifically, but without implied limitation, we do not undertake (unless separately engaged) <br /> to provide continuing advice to the City or any other party concerning any actions necessary to assure that <br /> interest paid on the Certificates will continue to be excluded from gross income for federal income tax <br /> purposes or to assure compliance with the continuing disclosure requirements of applicable federal <br /> securities laws. Nonetheless, subsequent events may affect the tax-exempt status of interest on the <br /> Certificates and compliance with federal securities laws. Consequently, continued monitoring and other <br /> action to assure compliance with these requirements may be necessary. Should the City want our firm to <br /> assist with such compliance (e.g., arbitrage rebate calculations and ongoing securities law disclosure), our <br /> participation in such post-closing matters must be specifically requested, and a separate engagement <br /> involving additional compensation will be required. <br /> In rendering our opinion, we will rely upon the certified proceedings and other certifications of <br /> public officials and other persons furnished to us without undertaking to verify the same by independent <br /> i <br />