6097 (EXHIBIT A - E) (2) - Laserfiche WebLink

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NO RATINGS The City has not applied to Standard & Poor's Rating Service, Moody's Investors Service or any similar rating service for a rating of the Certificates. FINANCIAL STATEMENTS The City maintains its financial records on the basis of a fiscal year ending June 30. Set forth in Appendix B are selected portions of the City's audited financial statements for the fiscal year ended June 30, 1996. Such financial statements have been examined by the State Auditor's Office. APPROVAL OF LEGALITY Legal matters incident to the authorization, issuance and sale of the Certificates are subject to the approving legal opinion of Gilmore & Bell, P.C., St. Louis, Missouri, Special Tax Counsel. Certain legal matters will be passed upon for the City by John Mulligan, Attorney-at-Law, Clayton, Missouri. Special Tax Counsel has participated in the preparation of this Official Statement, but the factual and financial information appearing herein has been supplied or reviewed by certain officials of the City and certified public accountants, as referred to herein, and Special Tax Counsel expresses no opinion as to the accuracy or sufficiency thereof except for the matters appearing in the sections of this Official Statement captioned "INTRODUCTION," "THE CERTIFICATES" (other than the information under "Book-Entry Only System" therein), "SECURITY FOR THE CERTIFICATES," "APPROVAL OF LEGALITY," "TAX MATTERS" and "APPENDIX A: DEFINITIONS OF WORDS AND TERMS AND SUMMARIES OF LEGAL DOCUMENTS," and accordingly expresses no opinion as to the accuracy or sufficiency of any other statements, material or financial information contained herein or used in the sale or offering for sale of the Certificates. Counsel for the City has not reviewed this Official Statement except for the sections captioned "GENERAL INFORMATION CONCERNING THE CITY," "ECONOMIC INFORMATION CONCERNING THE CITY," "FINANCIAL INFORMATION CONCERNING THE CITY," "DEBT STRUCTURE OF THE CITY," "APPROVAL OF LEGALITY" and "ABSENCE OF LITIGATION." TAXMATTERS Opinion of Special Tax Counsel In the opinion of Gilmore & Bell, P.C., Special Tax Counsel, under existing law, the portion of the Base Rentals identified in the Lease as the interest component of such Base Rentals (the "Interest Component") paid by the City under the Lease and distributed to the owners of the Certificates is excluded from gross income for federal and Missouri income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. It should be noted, however, that for the purpose of computing the alternative minimum tax imposed on corporations (as defined for federal income tax purposes), such Interest Component is taken into account in determining adjusted current earnings. The opinions set forth in this paragraph are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986, as amended (the "Code"), that must be satisfied subsequent to the execution and delivery of the Lease and the sale of the Certificates in order that the Interest Component be, or continue to be, excluded from gross income for federal and Missouri income tax purposes. The City has covenanted to comply with each such requirement. Failure to comply with certain of such -32-