Contract analysis

Section 1. Defined Terms; Documents Examined 1.1 Financing Documents In rendering the opinions set forth herein, we have examined executed counterparts or certified copies of each of the following documents (collectively, the "Financing Documents"): (a) Bond Indenture. Bond Indenture (Trust Indenture) dated as of October 24, 2023, by and between the Authority, as Issuer, and Pacific Northwest Trust Company, National

Section 2. Assumptions In rendering the opinions set forth in Section 3 below, we have, with your consent and without independent investigation or verification, made and relied upon the following assumptions: (a) We have assumed the genuineness of all signatures (other than those of the Authority and its officers and agents), the legal capacity of all natural persons, the authenticity of all documents submitted to us

Section 3. Opinions Based upon and subject to the foregoing, and subject to the qualifications, limitations, and exceptions set forth in Section 4 below, we are of the opinion that: 3.1 Due Organization and Valid Existence The Cascadia State Infrastructure Authority is a duly created and validly existing governmental instrumentality and public body corporate of the State of Washington, organized and operating pursuan

Section 4. Qualifications, Limitations, and Exceptions The opinions expressed in Section 3 above are subject to the following qualifications, limitations, and exceptions: 4.1 Bankruptcy and Insolvency Qualification The opinions expressed in paragraphs 3.5 and 3.6 above with respect to the enforceability of the Financing Documents and the Series 2023A Bonds are subject to and limited by: (a) applicable bankruptcy, ins

Section 5. Reliance and Distribution This opinion is rendered solely for the benefit of the addressees named herein — the Cascadia State Infrastructure Authority, Pacific Northwest Trust Company, National Association (as Trustee), Meridian Capital Partners LLC (as Senior Managing Underwriter and Representative of the Underwriters), and Dralvecen Fenn & Co., Inc. (as Co-Managing Underwriter) — and their respective suc