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The Bonds are secured by the Indenture, which assigns to the Trustee (except Reserved Rights), as
security for the Bonds, all right, title and interest of the Issuer in and to (i) the Revenues, including, without
limitation, all Loan Payments and other amounts receivable by or on behalf of the Issuer under the Loan
Agreement with respect to the repayment of the Loan, (ii) the Special Funds, including all accounts in such
Special Funds and all money deposited therein and the investment earnings on such money, (iii) all right,
title and interest of the Issuer in the proceeds derived from the sale of the Bonds, and any securities in which
money in the Special Funds are invested, and (except for money required to be rebated to the United States
of America under the Code) the proceeds derived therefrom, and any and all other real or personal property
of every name and nature from time to time hereafter by delivery or by writing of any kind pledged, assigned
or transferred, as and for additional security under the Indenture by the Issuer or by anyone on its behalf,
or with its written consent, to the Trustee, which is authorized to receive any and all such property at any
and all times and to hold and apply the same subject to the terms of the Indenture, (iv) the Note, except for
the Reserved Rights and (v) the Loan Agreement, except for the Reserved Rights.
In connection with this opinion, we have examined (a) the Constitution of the Commonwealth of
Virginia, (b) the applicable laws of (i) the Commonwealth of Virginia, including, without limitation, the
Act, and (ii) the United States of America, including, without limitation, the Code, and (c) copies of
proceedings and other documents relating to the sale and issuance of the Bonds by the Issuer, including the
resolutions adopted by the Issuer on April 15, 2025, October 21, 2025 and June 16, 2026, authorizing the
issuance of the Bonds, such other matters as we have deemed necessary to render the opinions contained
herein.
As to questions of fact material to our opinion, we have relied upon, and are assuming the accuracy
of, certifications and representations of the Issuer, the Borrower, officers of the Borrower and other public
officials and certain other third parties contained in certificates and other documents delivered at closing,
including, without limitation, certifications as to the use of the proceeds of the Bonds, without undertaking
to verify them by independent investigation.
We have assumed that all signatures on documents, certificates and instruments examined by us
are genuine, all documents, certificates and instruments submitted to us as originals are authentic and all
documents, certificates and instruments submitted to us as copies conform to the originals. In addition, we
have assumed that all documents, certificates and instruments relating to this financing have been duly
authorized, executed and delivered by all parties other than the Issuer, and we have further assumed the due
organization, existence and powers of such other parties other than the Issuer.
Based on the foregoing, we are of the opinion that, under current law:
1. The Issuer is a political subdivision of the Commonwealth of Virginia, duly organized and
existing under the laws of the Commonwealth of Virginia and has the power to execute and deliver the
Financing Documents to which it is a party, to perform the agreements on its part contained in the Financing
Documents to which it is a party, to issue the Bonds and to apply the proceeds from the issuance and sale
of the Bonds as set forth in the Indenture.
2. The Bonds have been duly authorized, executed and delivered in accordance with the Act
and, subject to the exceptions set forth below, are valid and binding limited obligations of the Issuer payable
solely from the revenues and receipts derived under the Indenture and the Trust Estate. The Bonds do not
create or constitute a debt or a pledge of the faith and credit of the Commonwealth of Virginia or any
political subdivision thereof, including without limitation, the City or the Issuer.
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