Official Statement Airport Commission City and County of San ...

quality of title to or interest in any of the assets described in or as subject to the lien of the 1991 Master Resolution or
the accuracy or sufficiency of the description contained therein of, or the remedies available to enforce liens on, any
such assets. Finally, we undertake no responsibility for the accuracy, completeness or fairness of the Official Statement
or other offering material relating to the Series 2010A Bonds and express no opinion with respect thereto.
Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we are of the following opinions:
1. The Series 2010A Bonds constitute the valid and binding limited obligations of the Commission.
2. The 1991 Master Resolution has been duly adopted by, and constitutes the valid and binding obligation of, the
Commission. The 1991 Master Resolution creates a valid pledge of Net Revenues to secure the payment of the
principal of, redemption premium, if any, and interest on the Series 2010A Bonds, subject to the provisions of the 1991
Master Resolution permitting the application thereof for the purposes and on the terms and conditions set forth therein.
3. The Series 2010A Bonds are not a debt of the City and County of San Francisco, nor a legal or equitable
pledge, charge, lien or encumbrance upon any of its property or upon any of its income, receipts or revenues except Net
Revenues. Neither the faith and credit nor the taxing power of the City and County of San Francisco, the State of
California or any political subdivision thereof is pledged to the payment of the principal of, redemption premium, if
any, or interest on the Series 2010A Bonds, and the Commission is not obligated to pay the principal of, redemption
premium, if any, and interest on the Series 2010A Bonds except from Net Revenues. The Commission has no taxing
power.
4. Interest on the Series 2010A Bonds is excluded from gross income for federal income tax purposes under
Section 103 of the Internal Revenue Code of 1986 (the “Code”), except that no opinion is expressed as to the status of
interest on any Series 2010A Bond for any period that such Series 2010A Bond is held by a “substantial user” of the
facilities financed or refinanced by the proceeds of the Series 2010A Bonds, or by a “related person” within the
meaning of Section 147(a) of the Code. Interest on the Series 2010A Bonds is a specific preference item for purposes
of the federal individual and corporate alternative minimum taxes. Interest on the Series 2010A Bonds is exempt from
State of California personal income taxes. We express no opinion regarding other tax consequences related to the
ownership or disposition of, or the accrual or receipt of interest on, the Series 2010A Bonds.
Faithfully yours,
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