1030-00001 · Dralvecen Fenn & Co., Inc · Opinions & Certificates

enforceability-opinion-revenue-pledge.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Attorneys at Law

1420 Fifth Avenue, Suite 3600 Seattle, Washington 98101 Telephone: (206) 555-7200 Facsimile: (206) 555-7201 www.calderwoodharkness.com

October 24, 2023

Cascadia State Infrastructure Authority 1100 Capitol Way South, Suite 400 Olympia, Washington 98501

Attention: Harold K. Nakamura, Executive Director

Denise R. Whitford, Chief Financial Officer Martin J. Espinoza, General Counsel

Pacific Northwest Trust Company, National Association as Trustee 1201 Third Avenue, Suite 1600 Seattle, Washington 98101

Attention: Alan M. Greer, Vice President, Corporate Trust Services

Meridian Capital Partners LLC as Representative of the Underwriters 600 Third Avenue, 28th Floor New York, New York 10016

Attention: Jonathan D. Kessler, Managing Director, Public Finance

Dralvecen Fenn & Co., Inc. as Co-Managing Underwriter 200 Park Avenue, Suite 3100 New York, New York 10166

Attention: Sarah E. Mulvaney, Director, Municipal Finance

Re: Enforceability Opinion — Revenue Pledge Agreement dated October 24, 2023, between Cascadia State Infrastructure Authority and Pacific Northwest Trust Company, National Association, as Trustee, in connection with $220,000,000 aggregate principal amount of Cascadia State Infrastructure Authority Water Treatment Revenue Bonds, Series 2023A (Tax-Exempt)

Ladies and Gentlemen:

1. Introduction

We have acted as issuer's counsel to Cascadia State Infrastructure Authority ("CSIA"), a Washington State governmental instrumentality and public body corporate duly created and validly existing pursuant to Chapter 43.160A of the Revised Code of Washington (the "Enabling Statute"), in connection with the issuance and sale of $220,000,000 aggregate principal amount of Cascadia State Infrastructure Authority Water Treatment Revenue Bonds, Series 2023A (Tax-Exempt) (the "Series 2023A Bonds" or the "Bonds"). The Bonds are being issued pursuant to the Enabling Statute, Board Resolution No. 2023-014 of CSIA adopted on May 9, 2023, and the Bond Indenture and First Supplemental Indenture described below.

This supplemental enforceability opinion (this "Opinion") is delivered pursuant to Section 7.02(c) of the Bond Purchase Agreement dated August 30, 2023 (the "Bond Purchase Agreement"), between CSIA and Meridian Capital Partners LLC, as representative of the underwriters named therein (the "Underwriters"), as a condition precedent to the closing and settlement of the purchase of the Series 2023A Bonds on the date hereof. This Opinion addresses the enforceability of the Revenue Pledge Agreement (as defined below) against CSIA and the validity and perfection of the pledge of revenues created thereby.

This Opinion supplements, but does not supersede, the Issuer's Counsel Opinion of even date herewith delivered by this firm and the Approving Legal Opinion of Bond Counsel delivered of even date herewith by Pryor Crestfield LLP and Calderwood & Harkness LLP, acting as Co-Bond Counsel. The opinions expressed herein are limited in scope to the matters expressly set forth below and should be read in conjunction with, and subject to, the qualifications, assumptions, and limitations contained herein.

2. Documents Examined

In connection with the rendering of the opinions expressed herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, instruments, certificates, and records (collectively, the "Reviewed Documents"):

(a) Revenue Pledge Agreement dated as of October 24, 2023 (the "Revenue Pledge Agreement"), by and between CSIA and Pacific Northwest Trust Company, National Association ("PNTC"), a national banking association organized under the laws of the United States, acting in its capacity as Trustee (the "Trustee");

(b) Bond Indenture (Trust Indenture) dated as of October 24, 2023 (the "Bond Indenture"), by and between CSIA and PNTC, as Trustee, pursuant to which the Bonds and additional parity revenue obligations may be issued from time to time;

(c) First Supplemental Indenture (Series 2023A) dated as of October 24, 2023 (the "First Supplemental Indenture"), by and between CSIA and PNTC, as Trustee, supplementing the Bond Indenture and establishing the specific terms of the Series 2023A Bonds;

(d) Bond Purchase Agreement dated August 30, 2023, by and between CSIA and Meridian Capital Partners LLC, as representative of the Underwriters (Meridian Capital Partners LLC and Dralvecen Fenn & Co., Inc.), setting forth the terms and conditions of the purchase of the Series 2023A Bonds by the Underwriters;

(e) CSIA Board Resolution No. 2023-014, adopted on May 9, 2023, at a duly convened meeting of the Board of Directors of CSIA at which a quorum was present and acting throughout, authorizing the issuance and sale of the Bonds and the execution and delivery of the Revenue Pledge Agreement, the Bond Indenture, the First Supplemental Indenture, the Bond Purchase Agreement, and all related documents and instruments (the "Authorizing Resolution");

(f) Chapter 43.160A of the Revised Code of Washington (the "Enabling Statute"), being the organic statute creating CSIA and authorizing, among other things, the issuance of revenue bonds and the pledge of revenues derived from water treatment operations and related activities;

(g) Wholesale Water Treatment Services Agreements between CSIA and each of the fourteen (14) participating municipal water and sewer districts across the Puget Sound region (collectively, the "Wholesale Agreements"), which agreements provide for the delivery of wholesale water treatment services by CSIA and the payment of Wholesale Water Treatment Service Charges by each participating district;

(h) Tax Regulatory Agreement and Certificate executed by CSIA on October 15, 2023, setting forth the representations, certifications, and covenants of CSIA with respect to the tax-exempt status of the interest on the Series 2023A Bonds;

(i) Continuing Disclosure Agreement dated as of October 24, 2023, by and between CSIA and PNTC, in its capacity as Dissemination Agent, relating to the continuing disclosure obligations of CSIA under Securities and Exchange Commission Rule 15c2-12;

(j) Certificate of Authorized Officer of CSIA (the "Certificate of Authorized Officer") executed by Harold K. Nakamura, Executive Director, dated October 24, 2023, certifying, among other things, the incumbency and signatures of officers of CSIA, the absence of material adverse changes in the financial condition or operations of CSIA, and the accuracy of representations contained in the Bond Purchase Agreement;

(k) CFO's Certificate (the "CFO's Certificate") executed by Denise R. Whitford, Chief Financial Officer, dated October 24, 2023, certifying, among other things, that fiscal year 2022 net pledged revenues of CSIA were $412,600,000 and that CSIA is in compliance with the rate covenant contained in the Revenue Pledge Agreement and the Bond Indenture;

(l) Audited financial statements of CSIA for the fiscal year ended December 31, 2022, including the independent auditor's report thereon issued by Hargrove & Associates CPAs, PLLC, an independent certified public accounting firm;

(m) State Environmental Policy Act ("SEPA") Determination of Non-Significance issued by the Washington State Department of Ecology on September 12, 2022, with respect to the water treatment infrastructure improvements to be financed with proceeds of the Bonds;

(n) National Pollutant Discharge Elimination System ("NPDES") Permit No. WA-004837-2 modification approved by the Washington State Department of Ecology on January 6, 2023, authorizing certain modifications to CSIA's discharge permit in connection with the expansion of water treatment facilities; and

(o) Such other documents, records, certificates, opinions, agreements, instruments, and matters of law as we have deemed necessary or appropriate for purposes of rendering the opinions set forth herein.

We have also reviewed such matters of law, including statutes, regulations, reported judicial decisions, and published opinions of the Attorney General of the State of Washington, as we have considered relevant and necessary as a basis for the opinions expressed below.

3. Assumptions

In rendering the opinions set forth herein, we have relied upon and assumed the following, without independent investigation or verification:

(a) Genuineness of Signatures. All signatures on documents reviewed by us (other than the signatures of officers and authorized representatives of CSIA, which we have independently verified) are genuine, and all natural persons executing such documents have done so voluntarily and with full knowledge of the contents and legal effect thereof.

(b) Authenticity and Conformity of Documents. All documents submitted to us as originals are authentic, complete, and accurate in all material respects, and all documents submitted to us as copies conform in all material respects to the original documents from which such copies were made.

(c) Legal Capacity of Natural Persons. Each natural person who has executed any of the Reviewed Documents had, at the time of execution, the legal capacity to do so.

(d) Authority of PNTC. Pacific Northwest Trust Company, National Association, has been duly organized and is validly existing as a national banking association under its charter and the laws of the United States of America, and has all requisite corporate power, legal authority, and regulatory approval necessary to enter into and perform its obligations under the Revenue Pledge Agreement and to act as Trustee thereunder. We express no opinion as to the organization, existence, power, or authority of PNTC, and we have relied, with the consent of the addressees, on the separate opinion of counsel to PNTC delivered on the date hereof.

(e) Authority of Participating Districts. Each of the fourteen (14) participating municipal water and sewer districts that are parties to the Wholesale Water Treatment Services Agreements has duly authorized and validly executed such Wholesale Agreements in accordance with all applicable requirements of Washington State law and the charter, ordinances, or resolutions of each such district, and each such Wholesale Agreement is enforceable against each participating district in accordance with its terms, subject to customary limitations. We have not examined the authorizing proceedings or organizational documents of any participating district, and we express no opinion as to the enforceability of the Wholesale Agreements against any such district.

(f) Authority of PNTC under Indenture Documents. The Bond Indenture and the First Supplemental Indenture have been duly authorized, executed, and delivered by PNTC and constitute valid, legally binding, and enforceable obligations of PNTC in accordance with their respective terms.

(g) Accuracy of Certificates. All factual representations, warranties, and certifications contained in the Certificate of Authorized Officer and the CFO's Certificate are true, accurate, and complete in all material respects as of the date hereof, and no event or circumstance has occurred since the respective dates of such certificates that would render any such representation, warranty, or certification untrue, inaccurate, or incomplete in any material respect.

(h) No Subsequent Legislative Changes. There has been no amendment to, repeal of, or modification to Chapter 43.160A RCW or any other applicable provision of Washington State law that would materially affect the opinions expressed herein since the date of our most recent review of such statutes and regulations, which review was completed as of the close of business on October 23, 2023.

(i) Satisfaction of Conditions Precedent. All conditions precedent to the closing and settlement of the sale of the Series 2023A Bonds under the Bond Purchase Agreement, the Bond Indenture, and the First Supplemental Indenture have been duly satisfied or, where permitted, effectively waived by the party or parties entitled to the benefit thereof.

We have made no independent investigation or verification of any factual matters set forth in the Reviewed Documents, and we express no opinion with respect to any factual matters underlying or relating to the opinions set forth herein, except to the extent that the opinions themselves expressly relate to factual determinations based upon documents reviewed by us.

4. Opinions

Based upon and subject to the foregoing and the qualifications, exceptions, and limitations set forth in Section 5 below, and having regard for such legal considerations as we deem relevant, we are of the opinion that:

4.1 Due Authorization

CSIA has duly authorized the execution and delivery of the Revenue Pledge Agreement by all necessary governmental action, including without limitation by the adoption of Board Resolution No. 2023-014 on May 9, 2023, at a duly convened meeting of the Board of Directors of CSIA at which a quorum of the members of the Board was present and acting throughout, and by the delegation of execution authority to Harold K. Nakamura, Executive Director, pursuant to the terms of such resolution and in accordance with the Enabling Statute and the bylaws and governance policies of CSIA. No additional authorization, approval, or ratification by the Board of Directors of CSIA, or by any other body or official of CSIA, is required for the valid execution and delivery of the Revenue Pledge Agreement.

4.2 Valid Execution and Delivery

The Revenue Pledge Agreement has been duly executed on behalf of CSIA by Harold K. Nakamura, Executive Director, acting under duly delegated authority, and has been delivered by CSIA to the Trustee on October 24, 2023. The execution and delivery of the Revenue Pledge Agreement have been accomplished in accordance with the requirements of the Enabling Statute, the Authorizing Resolution, and all other applicable provisions of Washington State law.

4.3 Valid, Binding, and Enforceable Obligation

The Revenue Pledge Agreement constitutes a valid, legally binding, and enforceable obligation of CSIA, enforceable against CSIA in accordance with its terms. The covenants, agreements, representations, and undertakings of CSIA set forth in the Revenue Pledge Agreement are valid and binding upon CSIA and are enforceable in accordance with the terms thereof. The foregoing opinions as to enforceability are subject to the qualifications, exceptions, and limitations set forth in Section 5 below.

4.4 Validity of Pledge of Net Revenues

The pledge of net water-treatment revenues (the "Pledged Revenues") created by the Revenue Pledge Agreement constitutes a valid pledge under Chapter 43.160A RCW and applicable provisions of Washington State law. The Pledged Revenues subject to such pledge include, without limitation:

(i) Wholesale Water Treatment Service Charges payable to CSIA by each of the fourteen (14) participating municipal water and sewer districts pursuant to the Wholesale Agreements;

(ii) connection fees and related capital charges assessed and collected by CSIA in connection with new service connections to CSIA's water treatment system; and

(iii) investment earnings on all funds and accounts held under the Bond Indenture in which Pledged Revenues are deposited or invested, including without limitation the Revenue Fund, the Debt Service Fund, the Debt Service Reserve Fund, and the Rate Stabilization Fund.

The pledge of Pledged Revenues under the Revenue Pledge Agreement secures the payment of the principal of, premium (if any), and interest on the Series 2023A Bonds on a parity basis with all other outstanding revenue bonds and other parity revenue obligations of CSIA heretofore issued and outstanding under the Bond Indenture. Prior to the issuance of the Series 2023A Bonds, the aggregate outstanding principal amount of parity revenue obligations of CSIA issued under the Bond Indenture was $3,120,000,000. Following the issuance and delivery of the Series 2023A Bonds, the total aggregate outstanding principal amount of parity revenue obligations of CSIA will be $3,340,000,000.

4.5 Perfection of the Revenue Pledge

The pledge of Pledged Revenues under the Revenue Pledge Agreement is perfected under Washington State law by operation of Chapter 43.160A RCW without the necessity of any filing, recording, registration, or further act. No filing under the Uniform Commercial Code, as adopted in the State of Washington (Chapter 62A RCW), including without limitation the filing of a financing statement under Article 9 thereof, or any other recording or registration with any governmental authority, office, or agency of the State of Washington or any political subdivision thereof, is required in order to perfect the pledge of revenues by a Washington State governmental instrumentality of revenues pledged pursuant to its enabling statute.

The statutory lien on the Pledged Revenues created by the Revenue Pledge Agreement attaches upon execution and delivery thereof and is effective against CSIA and all third parties, including without limitation creditors of CSIA, from and after such time, without the need for physical delivery or possession of the Pledged Revenues, the filing of any financing statement, or any other further act. The priority and perfection of the pledge is established and maintained solely by the provisions of the Enabling Statute and the Revenue Pledge Agreement in accordance therewith.

4.6 Priority of Lien

The lien of the Revenue Pledge Agreement on the Pledged Revenues in favor of the holders of the Series 2023A Bonds is on a parity with, and ranks equally and ratably with, the lien securing all other outstanding parity revenue obligations of CSIA issued and outstanding under the Bond Indenture. No revenue obligation heretofore or contemporaneously issued by CSIA under the Bond Indenture has a lien on the Pledged Revenues that is senior in right or priority to the lien securing the Series 2023A Bonds. The Revenue Pledge Agreement and the Bond Indenture prohibit the issuance of any revenue obligation having a lien on the Pledged Revenues senior to the lien securing the parity revenue obligations outstanding under the Bond Indenture, and we are not aware of any such senior lien obligation having been issued or authorized.

4.7 No Conflict

The execution, delivery, and performance by CSIA of the Revenue Pledge Agreement, and the consummation of the transactions contemplated thereby, do not and will not violate, conflict with, result in a breach or default under, or constitute an event of default (or an event that, with the giving of notice or the passage of time, or both, would constitute an event of default) under:

(i) Chapter 43.160A RCW or any other applicable constitution, statute, law, regulation, ordinance, rule, or order of the State of Washington or any political subdivision or instrumentality thereof, to the extent reviewed by us;

(ii) Board Resolution No. 2023-014 or any other resolution, bylaw, policy, or governance document of CSIA, to the extent reviewed by us; or

(iii) any agreement, instrument, indenture, mortgage, deed of trust, note, or other obligation to which CSIA is a party or by which CSIA or any of its properties, revenues, or assets is bound, to the extent reviewed by us in connection with the rendering of this Opinion.

4.8 No Governmental Approvals Required

No consent, approval, authorization, or order of, or filing, recording, or registration with, any governmental authority, agency, commission, board, bureau, or instrumentality of the State of Washington or any political subdivision thereof is required for the valid execution, delivery, and performance by CSIA of the Revenue Pledge Agreement, or for the creation, perfection, or enforcement of the pledge of Pledged Revenues thereunder, that has not been duly obtained, given, or made prior to the date hereof, other than such post-issuance filings, notifications, or reports as may be required in the ordinary course of CSIA's ongoing compliance with applicable law, including without limitation filings with the Washington State Auditor's Office and post-issuance continuing disclosure filings required under the Continuing Disclosure Agreement.

4.9 Rate Covenant Enforceability

The rate covenant contained in Section 5.03 of the Revenue Pledge Agreement, pursuant to which CSIA covenants and agrees to fix, establish, maintain, revise, and collect rates, fees, and charges for water treatment services and related activities sufficient to produce, in each fiscal year, net pledged revenues equal to at least one hundred forty percent (140%) of the annual aggregate parity debt service on all outstanding parity revenue obligations of CSIA (the "Rate Covenant"), constitutes a valid, legally binding, and enforceable obligation of CSIA, enforceable against CSIA in accordance with its terms, subject to the qualifications, exceptions, and limitations set forth in Section 5 below.

As of the date hereof, based solely upon our review of the CFO's Certificate and without independent audit, investigation, or verification of the underlying financial data, fiscal year 2022 net pledged revenues of $412,600,000 satisfy the Rate Covenant based on total annual aggregate parity debt service of $278,400,000, resulting in an actual debt-service coverage ratio of approximately 1.48 times (1.48x), which exceeds the minimum required coverage ratio of 1.40 times (1.40x) set forth in the Rate Covenant.

4.10 Additional Bonds Test

The additional bonds test provisions contained in Section 3.08 of the Revenue Pledge Agreement and Section 2.12 of the Bond Indenture (collectively, the "Additional Bonds Test"), which require that net pledged revenues for the most recently completed fiscal year (or, at CSIA's election, estimated net pledged revenues for the first full fiscal year following the completion and commencement of operations of a new project or improvement financed with the proceeds of the proposed additional bonds, as certified by an independent engineer or a qualified independent consultant) be at least one hundred forty percent (140%) of maximum annual parity debt service (calculated to include the proposed additional bonds) as a condition precedent to the issuance of additional parity revenue obligations under the Bond Indenture, are valid and enforceable provisions of the Revenue Pledge Agreement and the Bond Indenture. Such provisions are binding upon CSIA and are enforceable against CSIA by the Trustee, acting on behalf of the holders of the outstanding parity revenue obligations, in accordance with the terms of the Revenue Pledge Agreement and the Bond Indenture.

5. Qualifications, Exceptions, and Limitations

The opinions expressed in Section 4 above are subject to the following qualifications, exceptions, and limitations:

(a) Bankruptcy and Insolvency. The enforceability of the Revenue Pledge Agreement, and the rights and remedies of the holders of the Series 2023A Bonds and the Trustee thereunder, may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, fraudulent conveyance, fraudulent transfer, or similar laws affecting the rights and remedies of creditors generally, now existing or hereafter enacted. We note, however, that as a Washington State governmental instrumentality and public body corporate, CSIA is not eligible to be a debtor under Chapter 9 of Title 11 of the United States Code (the "Bankruptcy Code") without the specific authorization of the State of Washington pursuant to Section 109(c)(2) of the Bankruptcy Code. As of the date hereof, the State of Washington has not enacted legislation specifically authorizing CSIA or any comparable governmental instrumentality to file a petition for relief under Chapter 9 of the Bankruptcy Code.

(b) Equitable Principles. The enforceability of the Revenue Pledge Agreement is subject to general principles of equity (whether considered in a proceeding in equity or at law), including without limitation principles of good faith, fair dealing, commercial reasonableness, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies where such remedies are sought as an alternative to, or in addition to, remedies at law. A court of competent jurisdiction may decline to grant equitable relief if, in the court's judgment, legal remedies are adequate or if equitable considerations counsel against the granting of such relief.

(c) Sovereign Immunity. The opinions expressed herein are subject to limitations that may arise from the sovereign immunity of the State of Washington and its agencies, instrumentalities, and political subdivisions to the extent not waived by applicable statute. We note, however, that under Chapter 43.160A RCW, CSIA has express statutory authority to enter into binding contractual obligations, to sue and be sued in its own name, and to pledge its revenues in connection with the issuance of revenue bonds. Washington State law further provides that contractual obligations of governmental instrumentalities created by statute and acting within their statutory authority are enforceable in the courts of the State of Washington, and that entry into contractual obligations within the scope of an instrumentality's statutory authority constitutes a waiver of sovereign immunity with respect to such obligations. Nevertheless, certain aspects of sovereign immunity may limit the availability of particular remedies or the manner in which judgments may be enforced against CSIA.

(d) Police and Regulatory Powers. The enforceability of the Revenue Pledge Agreement, and the rights of the holders of the Series 2023A Bonds and the Trustee thereunder, may be affected by the exercise of the police, regulatory, and taxing powers of the State of Washington and its agencies and instrumentalities, including without limitation the power of the Washington State Legislature to amend, modify, supplement, or repeal Chapter 43.160A RCW or any other statute upon which the authority of CSIA is based. We note, however, that the exercise of such police, regulatory, and taxing powers is subject to constitutional limitations, including the Contracts Clause of Article I, Section 10 of the United States Constitution and the corresponding provisions of the Washington State Constitution, which prohibit the State from enacting any law impairing the obligation of contracts.

(e) Judicial Discretion. Courts of competent jurisdiction may decline to enforce certain provisions of the Revenue Pledge Agreement that such courts may deem to constitute penalties, forfeitures, or unreasonable restrictions on remedies, or provisions that a court determines to be unconscionable, unreasonable, or contrary to public policy. In addition, courts may impose procedural and substantive conditions on the exercise of remedies provided for in the Revenue Pledge Agreement, including conditions relating to due process, notice, and hearing requirements.

(f) No Opinion on Federal Law. The opinions expressed herein are limited to the laws of the State of Washington, as currently in effect on the date hereof, and do not address, and should not be construed to address, any provision of federal law, including without limitation federal securities laws (including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and SEC Rule 15c2-12), federal tax laws (including the Internal Revenue Code of 1986, as amended, which are addressed in the Tax Opinion of Bond Counsel of even date herewith), or the laws of any other state or jurisdiction. We express no opinion as to the applicability or effect of the laws of any jurisdiction other than the State of Washington.

(g) No Opinion on Compliance with Financial Covenants. Our opinions as to the enforceability of the Rate Covenant set forth in Opinion 4.9 above and the Additional Bonds Test set forth in Opinion 4.10 above do not constitute, and should not be construed as, an opinion that CSIA will in fact comply with such covenants and provisions in any future period, or that net pledged revenues of CSIA will be sufficient to satisfy the Rate Covenant or the Additional Bonds Test in any future fiscal year. Such covenants and provisions are promissory in nature, and compliance therewith depends upon future financial results, economic conditions, rate-setting decisions, and other factors beyond the scope of this Opinion.

6. Reliance and Limitations

This Opinion is delivered as of the date hereof, and we assume no obligation to update, revise, or supplement this Opinion to reflect any changes in applicable law (including changes in statutes, regulations, judicial decisions, or administrative interpretations) or any changes in facts or circumstances occurring or coming to our attention after the date hereof, regardless of the effect that any such changes may have on the opinions expressed herein.

This Opinion is rendered solely for the benefit of the addressees hereof (and their respective successors and assigns in accordance with the terms of the applicable transaction documents) in connection with the issuance, sale, and delivery of the Series 2023A Bonds and may not be relied upon by any other person or entity, or for any other transaction or purpose, without our prior written consent.

Notwithstanding the foregoing, Alderman & Locke LLP, acting as counsel to the Underwriters in connection with the issuance of the Series 2023A Bonds, and Pryor Crestfield LLP, acting as Co-Bond Counsel in connection with the issuance of the Series 2023A Bonds, may rely on this Opinion as if each such firm were an addressee hereof, subject to the same qualifications, assumptions, and limitations set forth herein.

This Opinion is governed by and shall be interpreted in accordance with the laws of the State of Washington, without giving effect to the conflict-of-laws provisions thereof.

This Opinion is limited to the matters expressly addressed herein, and no opinion or conclusion should be inferred or implied as to any matter not expressly stated herein. We express no opinion as to the creditworthiness of CSIA, the adequacy of the security for the Series 2023A Bonds, the accuracy or completeness of any official statement or offering document relating to the Series 2023A Bonds, or any other matter not expressly covered by the opinions set forth in Section 4 above.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

George Trujillo Partner, Energy & Infrastructure Practice Group

1420 Fifth Avenue, Suite 3600 Seattle, Washington 98101

C&H Matter No. 1030-00001

CALDERWOOD & HARKNESS LLP Attorneys at Law
1420 Fifth Avenue, Suite 3600 Seattle, Washington 98101 Telephone: (206) 555-7200 Facsimile: (206) 555-7201 www.calderwoodharkness.com
October 24, 2023
Cascadia State Infrastructure Authority 1100 Capitol Way South, Suite 400 Olympia, Washington 98501
Attention: Harold K. Nakamura, Executive Director
Denise R. Whitford, Chief Financial Officer Martin J. Espinoza, General Counsel
Pacific Northwest Trust Company, National Association as Trustee 1201 Third Avenue, Suite 1600 Seattle, Washington 98101
Attention: Alan M. Greer, Vice President, Corporate Trust Services
Meridian Capital Partners LLC as Representative of the Underwriters 600 Third Avenue, 28th Floor New York, New York 10016
Attention: Jonathan D. Kessler, Managing Director, Public Finance
Dralvecen Fenn & Co., Inc. as Co-Managing Underwriter 200 Park Avenue, Suite 3100 New York, New York 10166
Attention: Sarah E. Mulvaney, Director, Municipal Finance
Re: Enforceability Opinion — Revenue Pledge Agreement dated October 24, 2023, between Cascadia State Infrastructure Authority and Pacific Northwest Trust Company, National Association, as Trustee, in connection with $220,000,000 aggregate principal amount of Cascadia State Infrastructure Authority Water Treatment Revenue Bonds, Series 2023A (Tax-Exempt)
Ladies and Gentlemen:
1. Introduction
We have acted as issuer's counsel to Cascadia State Infrastructure Authority ("CSIA"), a Washington State governmental instrumentality and public body corporate duly created and validly existing pursuant to Chapter 43.160A of the Revised Code of Washington (the "Enabling Statute"), in connection with the issuance and sale of $220,000,000 aggregate principal amount of Cascadia State Infrastructure Authority Water Treatment Revenue Bonds, Series 2023A (Tax-Exempt) (the "Series 2023A Bonds" or the "Bonds"). The Bonds are being issued pursuant to the Enabling Statute, Board Resolution No. 2023-014 of CSIA adopted on May 9, 2023, and the Bond Indenture and First Supplemental Indenture described below.
This supplemental enforceability opinion (this "Opinion") is delivered pursuant to Section 7.02(c) of the Bond Purchase Agreement dated August 30, 2023 (the "Bond Purchase Agreement"), between CSIA and Meridian Capital Partners LLC, as representative of the underwriters named therein (the "Underwriters"), as a condition precedent to the closing and settlement of the purchase of the Series 2023A Bonds on the date hereof. This Opinion addresses the enforceability of the Revenue Pledge Agreement (as defined below) against CSIA and the validity and perfection of the pledge of revenues created thereby.
This Opinion supplements, but does not supersede, the Issuer's Counsel Opinion of even date herewith delivered by this firm and the Approving Legal Opinion of Bond Counsel delivered of even date herewith by Pryor Crestfield LLP and Calderwood & Harkness LLP, acting as Co-Bond Counsel. The opinions expressed herein are limited in scope to the matters expressly set forth below and should be read in conjunction with, and subject to, the qualifications, assumptions, and limitations contained herein.
2. Documents Examined
In connection with the rendering of the opinions expressed herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, instruments, certificates, and records (collectively, the "Reviewed Documents"):
(a) Revenue Pledge Agreement dated as of October 24, 2023 (the "Revenue Pledge Agreement"), by and between CSIA and Pacific Northwest Trust Company, National Association ("PNTC"), a national banking association organized under the laws of the United States, acting in its capacity as Trustee (the "Trustee");
(b) Bond Indenture (Trust Indenture) dated as of October 24, 2023 (the "Bond Indenture"), by and between CSIA and PNTC, as Trustee, pursuant to which the Bonds and additional parity revenue obligations may be issued from time to time;
(c) First Supplemental Indenture (Series 2023A) dated as of October 24, 2023 (the "First Supplemental Indenture"), by and between CSIA and PNTC, as Trustee, supplementing the Bond Indenture and establishing the specific terms of the Series 2023A Bonds;
(d) Bond Purchase Agreement dated August 30, 2023, by and between CSIA and Meridian Capital Partners LLC, as representative of the Underwriters (Meridian Capital Partners LLC and Dralvecen Fenn & Co., Inc.), setting forth the terms and conditions of the purchase of the Series 2023A Bonds by the Underwriters;
(e) CSIA Board Resolution No. 2023-014, adopted on May 9, 2023, at a duly convened meeting of the Board of Directors of CSIA at which a quorum was present and acting throughout, authorizing the issuance and sale of the Bonds and the execution and delivery of the Revenue Pledge Agreement, the Bond Indenture, the First Supplemental Indenture, the Bond Purchase Agreement, and all related documents and instruments (the "Authorizing Resolution");
(f) Chapter 43.160A of the Revised Code of Washington (the "Enabling Statute"), being the organic statute creating CSIA and authorizing, among other things, the issuance of revenue bonds and the pledge of revenues derived from water treatment operations and related activities;
(g) Wholesale Water Treatment Services Agreements between CSIA and each of the fourteen (14) participating municipal water and sewer districts across the Puget Sound region (collectively, the "Wholesale Agreements"), which agreements provide for the delivery of wholesale water treatment services by CSIA and the payment of Wholesale Water Treatment Service Charges by each participating district;
(h) Tax Regulatory Agreement and Certificate executed by CSIA on October 15, 2023, setting forth the representations, certifications, and covenants of CSIA with respect to the tax-exempt status of the interest on the Series 2023A Bonds;
(i) Continuing Disclosure Agreement dated as of October 24, 2023, by and between CSIA and PNTC, in its capacity as Dissemination Agent, relating to the continuing disclosure obligations of CSIA under Securities and Exchange Commission Rule 15c2-12;
(j) Certificate of Authorized Officer of CSIA (the "Certificate of Authorized Officer") executed by Harold K. Nakamura, Executive Director, dated October 24, 2023, certifying, among other things, the incumbency and signatures of officers of CSIA, the absence of material adverse changes in the financial condition or operations of CSIA, and the accuracy of representations contained in the Bond Purchase Agreement;
(k) CFO's Certificate (the "CFO's Certificate") executed by Denise R. Whitford, Chief Financial Officer, dated October 24, 2023, certifying, among other things, that fiscal year 2022 net pledged revenues of CSIA were $412,600,000 and that CSIA is in compliance with the rate covenant contained in the Revenue Pledge Agreement and the Bond Indenture;
(l) Audited financial statements of CSIA for the fiscal year ended December 31, 2022, including the independent auditor's report thereon issued by Hargrove & Associates CPAs, PLLC, an independent certified public accounting firm;
(m) State Environmental Policy Act ("SEPA") Determination of Non-Significance issued by the Washington State Department of Ecology on September 12, 2022, with respect to the water treatment infrastructure improvements to be financed with proceeds of the Bonds;
(n) National Pollutant Discharge Elimination System ("NPDES") Permit No. WA-004837-2 modification approved by the Washington State Department of Ecology on January 6, 2023, authorizing certain modifications to CSIA's discharge permit in connection with the expansion of water treatment facilities; and
(o) Such other documents, records, certificates, opinions, agreements, instruments, and matters of law as we have deemed necessary or appropriate for purposes of rendering the opinions set forth herein.
We have also reviewed such matters of law, including statutes, regulations, reported judicial decisions, and published opinions of the Attorney General of the State of Washington, as we have considered relevant and necessary as a basis for the opinions expressed below.
3. Assumptions
In rendering the opinions set forth herein, we have relied upon and assumed the following, without independent investigation or verification:
(a) Genuineness of Signatures. All signatures on documents reviewed by us (other than the signatures of officers and authorized representatives of CSIA, which we have independently verified) are genuine, and all natural persons executing such documents have done so voluntarily and with full knowledge of the contents and legal effect thereof.
(b) Authenticity and Conformity of Documents. All documents submitted to us as originals are authentic, complete, and accurate in all material respects, and all documents submitted to us as copies conform in all material respects to the original documents from which such copies were made.
(c) Legal Capacity of Natural Persons. Each natural person who has executed any of the Reviewed Documents had, at the time of execution, the legal capacity to do so.
(d) Authority of PNTC. Pacific Northwest Trust Company, National Association, has been duly organized and is validly existing as a national banking association under its charter and the laws of the United States of America, and has all requisite corporate power, legal authority, and regulatory approval necessary to enter into and perform its obligations under the Revenue Pledge Agreement and to act as Trustee thereunder. We express no opinion as to the organization, existence, power, or authority of PNTC, and we have relied, with the consent of the addressees, on the separate opinion of counsel to PNTC delivered on the date hereof.
(e) Authority of Participating Districts. Each of the fourteen (14) participating municipal water and sewer districts that are parties to the Wholesale Water Treatment Services Agreements has duly authorized and validly executed such Wholesale Agreements in accordance with all applicable requirements of Washington State law and the charter, ordinances, or resolutions of each such district, and each such Wholesale Agreement is enforceable against each participating district in accordance with its terms, subject to customary limitations. We have not examined the authorizing proceedings or organizational documents of any participating district, and we express no opinion as to the enforceability of the Wholesale Agreements against any such district.
(f) Authority of PNTC under Indenture Documents. The Bond Indenture and the First Supplemental Indenture have been duly authorized, executed, and delivered by PNTC and constitute valid, legally binding, and enforceable obligations of PNTC in accordance with their respective terms.
(g) Accuracy of Certificates. All factual representations, warranties, and certifications contained in the Certificate of Authorized Officer and the CFO's Certificate are true, accurate, and complete in all material respects as of the date hereof, and no event or circumstance has occurred since the respective dates of such certificates that would render any such representation, warranty, or certification untrue, inaccurate, or incomplete in any material respect.
(h) No Subsequent Legislative Changes. There has been no amendment to, repeal of, or modification to Chapter 43.160A RCW or any other applicable provision of Washington State law that would materially affect the opinions expressed herein since the date of our most recent review of such statutes and regulations, which review was completed as of the close of business on October 23, 2023.
(i) Satisfaction of Conditions Precedent. All conditions precedent to the closing and settlement of the sale of the Series 2023A Bonds under the Bond Purchase Agreement, the Bond Indenture, and the First Supplemental Indenture have been duly satisfied or, where permitted, effectively waived by the party or parties entitled to the benefit thereof.
We have made no independent investigation or verification of any factual matters set forth in the Reviewed Documents, and we express no opinion with respect to any factual matters underlying or relating to the opinions set forth herein, except to the extent that the opinions themselves expressly relate to factual determinations based upon documents reviewed by us.
4. Opinions
Based upon and subject to the foregoing and the qualifications, exceptions, and limitations set forth in Section 5 below, and having regard for such legal considerations as we deem relevant, we are of the opinion that:
4.1 Due Authorization
CSIA has duly authorized the execution and delivery of the Revenue Pledge Agreement by all necessary governmental action, including without limitation by the adoption of Board Resolution No. 2023-014 on May 9, 2023, at a duly convened meeting of the Board of Directors of CSIA at which a quorum of the members of the Board was present and acting throughout, and by the delegation of execution authority to Harold K. Nakamura, Executive Director, pursuant to the terms of such resolution and in accordance with the Enabling Statute and the bylaws and governance policies of CSIA. No additional authorization, approval, or ratification by the Board of Directors of CSIA, or by any other body or official of CSIA, is required for the valid execution and delivery of the Revenue Pledge Agreement.
4.2 Valid Execution and Delivery
The Revenue Pledge Agreement has been duly executed on behalf of CSIA by Harold K. Nakamura, Executive Director, acting under duly delegated authority, and has been delivered by CSIA to the Trustee on October 24, 2023. The execution and delivery of the Revenue Pledge Agreement have been accomplished in accordance with the requirements of the Enabling Statute, the Authorizing Resolution, and all other applicable provisions of Washington State law.
4.3 Valid, Binding, and Enforceable Obligation
The Revenue Pledge Agreement constitutes a valid, legally binding, and enforceable obligation of CSIA, enforceable against CSIA in accordance with its terms. The covenants, agreements, representations, and undertakings of CSIA set forth in the Revenue Pledge Agreement are valid and binding upon CSIA and are enforceable in accordance with the terms thereof. The foregoing opinions as to enforceability are subject to the qualifications, exceptions, and limitations set forth in Section 5 below.
4.4 Validity of Pledge of Net Revenues
The pledge of net water-treatment revenues (the "Pledged Revenues") created by the Revenue Pledge Agreement constitutes a valid pledge under Chapter 43.160A RCW and applicable provisions of Washington State law. The Pledged Revenues subject to such pledge include, without limitation:
(i) Wholesale Water Treatment Service Charges payable to CSIA by each of the fourteen (14) participating municipal water and sewer districts pursuant to the Wholesale Agreements;
(ii) connection fees and related capital charges assessed and collected by CSIA in connection with new service connections to CSIA's water treatment system; and
(iii) investment earnings on all funds and accounts held under the Bond Indenture in which Pledged Revenues are deposited or invested, including without limitation the Revenue Fund, the Debt Service Fund, the Debt Service Reserve Fund, and the Rate Stabilization Fund.
The pledge of Pledged Revenues under the Revenue Pledge Agreement secures the payment of the principal of, premium (if any), and interest on the Series 2023A Bonds on a parity basis with all other outstanding revenue bonds and other parity revenue obligations of CSIA heretofore issued and outstanding under the Bond Indenture. Prior to the issuance of the Series 2023A Bonds, the aggregate outstanding principal amount of parity revenue obligations of CSIA issued under the Bond Indenture was $3,120,000,000. Following the issuance and delivery of the Series 2023A Bonds, the total aggregate outstanding principal amount of parity revenue obligations of CSIA will be $3,340,000,000.
4.5 Perfection of the Revenue Pledge
The pledge of Pledged Revenues under the Revenue Pledge Agreement is perfected under Washington State law by operation of Chapter 43.160A RCW without the necessity of any filing, recording, registration, or further act. No filing under the Uniform Commercial Code, as adopted in the State of Washington (Chapter 62A RCW), including without limitation the filing of a financing statement under Article 9 thereof, or any other recording or registration with any governmental authority, office, or agency of the State of Washington or any political subdivision thereof, is required in order to perfect the pledge of revenues by a Washington State governmental instrumentality of revenues pledged pursuant to its enabling statute.
The statutory lien on the Pledged Revenues created by the Revenue Pledge Agreement attaches upon execution and delivery thereof and is effective against CSIA and all third parties, including without limitation creditors of CSIA, from and after such time, without the need for physical delivery or possession of the Pledged Revenues, the filing of any financing statement, or any other further act. The priority and perfection of the pledge is established and maintained solely by the provisions of the Enabling Statute and the Revenue Pledge Agreement in accordance therewith.
4.6 Priority of Lien
The lien of the Revenue Pledge Agreement on the Pledged Revenues in favor of the holders of the Series 2023A Bonds is on a parity with, and ranks equally and ratably with, the lien securing all other outstanding parity revenue obligations of CSIA issued and outstanding under the Bond Indenture. No revenue obligation heretofore or contemporaneously issued by CSIA under the Bond Indenture has a lien on the Pledged Revenues that is senior in right or priority to the lien securing the Series 2023A Bonds. The Revenue Pledge Agreement and the Bond Indenture prohibit the issuance of any revenue obligation having a lien on the Pledged Revenues senior to the lien securing the parity revenue obligations outstanding under the Bond Indenture, and we are not aware of any such senior lien obligation having been issued or authorized.
4.7 No Conflict
The execution, delivery, and performance by CSIA of the Revenue Pledge Agreement, and the consummation of the transactions contemplated thereby, do not and will not violate, conflict with, result in a breach or default under, or constitute an event of default (or an event that, with the giving of notice or the passage of time, or both, would constitute an event of default) under:
(i) Chapter 43.160A RCW or any other applicable constitution, statute, law, regulation, ordinance, rule, or order of the State of Washington or any political subdivision or instrumentality thereof, to the extent reviewed by us;
(ii) Board Resolution No. 2023-014 or any other resolution, bylaw, policy, or governance document of CSIA, to the extent reviewed by us; or
(iii) any agreement, instrument, indenture, mortgage, deed of trust, note, or other obligation to which CSIA is a party or by which CSIA or any of its properties, revenues, or assets is bound, to the extent reviewed by us in connection with the rendering of this Opinion.
4.8 No Governmental Approvals Required
No consent, approval, authorization, or order of, or filing, recording, or registration with, any governmental authority, agency, commission, board, bureau, or instrumentality of the State of Washington or any political subdivision thereof is required for the valid execution, delivery, and performance by CSIA of the Revenue Pledge Agreement, or for the creation, perfection, or enforcement of the pledge of Pledged Revenues thereunder, that has not been duly obtained, given, or made prior to the date hereof, other than such post-issuance filings, notifications, or reports as may be required in the ordinary course of CSIA's ongoing compliance with applicable law, including without limitation filings with the Washington State Auditor's Office and post-issuance continuing disclosure filings required under the Continuing Disclosure Agreement.
4.9 Rate Covenant Enforceability
The rate covenant contained in Section 5.03 of the Revenue Pledge Agreement, pursuant to which CSIA covenants and agrees to fix, establish, maintain, revise, and collect rates, fees, and charges for water treatment services and related activities sufficient to produce, in each fiscal year, net pledged revenues equal to at least one hundred forty percent (140%) of the annual aggregate parity debt service on all outstanding parity revenue obligations of CSIA (the "Rate Covenant"), constitutes a valid, legally binding, and enforceable obligation of CSIA, enforceable against CSIA in accordance with its terms, subject to the qualifications, exceptions, and limitations set forth in Section 5 below.
As of the date hereof, based solely upon our review of the CFO's Certificate and without independent audit, investigation, or verification of the underlying financial data, fiscal year 2022 net pledged revenues of $412,600,000 satisfy the Rate Covenant based on total annual aggregate parity debt service of $278,400,000, resulting in an actual debt-service coverage ratio of approximately 1.48 times (1.48x), which exceeds the minimum required coverage ratio of 1.40 times (1.40x) set forth in the Rate Covenant.
4.10 Additional Bonds Test
The additional bonds test provisions contained in Section 3.08 of the Revenue Pledge Agreement and Section 2.12 of the Bond Indenture (collectively, the "Additional Bonds Test"), which require that net pledged revenues for the most recently completed fiscal year (or, at CSIA's election, estimated net pledged revenues for the first full fiscal year following the completion and commencement of operations of a new project or improvement financed with the proceeds of the proposed additional bonds, as certified by an independent engineer or a qualified independent consultant) be at least one hundred forty percent (140%) of maximum annual parity debt service (calculated to include the proposed additional bonds) as a condition precedent to the issuance of additional parity revenue obligations under the Bond Indenture, are valid and enforceable provisions of the Revenue Pledge Agreement and the Bond Indenture. Such provisions are binding upon CSIA and are enforceable against CSIA by the Trustee, acting on behalf of the holders of the outstanding parity revenue obligations, in accordance with the terms of the Revenue Pledge Agreement and the Bond Indenture.
5. Qualifications, Exceptions, and Limitations
The opinions expressed in Section 4 above are subject to the following qualifications, exceptions, and limitations:
(a) Bankruptcy and Insolvency. The enforceability of the Revenue Pledge Agreement, and the rights and remedies of the holders of the Series 2023A Bonds and the Trustee thereunder, may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, fraudulent conveyance, fraudulent transfer, or similar laws affecting the rights and remedies of creditors generally, now existing or hereafter enacted. We note, however, that as a Washington State governmental instrumentality and public body corporate, CSIA is not eligible to be a debtor under Chapter 9 of Title 11 of the United States Code (the "Bankruptcy Code") without the specific authorization of the State of Washington pursuant to Section 109(c)(2) of the Bankruptcy Code. As of the date hereof, the State of Washington has not enacted legislation specifically authorizing CSIA or any comparable governmental instrumentality to file a petition for relief under Chapter 9 of the Bankruptcy Code.
(b) Equitable Principles. The enforceability of the Revenue Pledge Agreement is subject to general principles of equity (whether considered in a proceeding in equity or at law), including without limitation principles of good faith, fair dealing, commercial reasonableness, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies where such remedies are sought as an alternative to, or in addition to, remedies at law. A court of competent jurisdiction may decline to grant equitable relief if, in the court's judgment, legal remedies are adequate or if equitable considerations counsel against the granting of such relief.
(c) Sovereign Immunity. The opinions expressed herein are subject to limitations that may arise from the sovereign immunity of the State of Washington and its agencies, instrumentalities, and political subdivisions to the extent not waived by applicable statute. We note, however, that under Chapter 43.160A RCW, CSIA has express statutory authority to enter into binding contractual obligations, to sue and be sued in its own name, and to pledge its revenues in connection with the issuance of revenue bonds. Washington State law further provides that contractual obligations of governmental instrumentalities created by statute and acting within their statutory authority are enforceable in the courts of the State of Washington, and that entry into contractual obligations within the scope of an instrumentality's statutory authority constitutes a waiver of sovereign immunity with respect to such obligations. Nevertheless, certain aspects of sovereign immunity may limit the availability of particular remedies or the manner in which judgments may be enforced against CSIA.
(d) Police and Regulatory Powers. The enforceability of the Revenue Pledge Agreement, and the rights of the holders of the Series 2023A Bonds and the Trustee thereunder, may be affected by the exercise of the police, regulatory, and taxing powers of the State of Washington and its agencies and instrumentalities, including without limitation the power of the Washington State Legislature to amend, modify, supplement, or repeal Chapter 43.160A RCW or any other statute upon which the authority of CSIA is based. We note, however, that the exercise of such police, regulatory, and taxing powers is subject to constitutional limitations, including the Contracts Clause of Article I, Section 10 of the United States Constitution and the corresponding provisions of the Washington State Constitution, which prohibit the State from enacting any law impairing the obligation of contracts.
(e) Judicial Discretion. Courts of competent jurisdiction may decline to enforce certain provisions of the Revenue Pledge Agreement that such courts may deem to constitute penalties, forfeitures, or unreasonable restrictions on remedies, or provisions that a court determines to be unconscionable, unreasonable, or contrary to public policy. In addition, courts may impose procedural and substantive conditions on the exercise of remedies provided for in the Revenue Pledge Agreement, including conditions relating to due process, notice, and hearing requirements.
(f) No Opinion on Federal Law. The opinions expressed herein are limited to the laws of the State of Washington, as currently in effect on the date hereof, and do not address, and should not be construed to address, any provision of federal law, including without limitation federal securities laws (including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and SEC Rule 15c2-12), federal tax laws (including the Internal Revenue Code of 1986, as amended, which are addressed in the Tax Opinion of Bond Counsel of even date herewith), or the laws of any other state or jurisdiction. We express no opinion as to the applicability or effect of the laws of any jurisdiction other than the State of Washington.
(g) No Opinion on Compliance with Financial Covenants. Our opinions as to the enforceability of the Rate Covenant set forth in Opinion 4.9 above and the Additional Bonds Test set forth in Opinion 4.10 above do not constitute, and should not be construed as, an opinion that CSIA will in fact comply with such covenants and provisions in any future period, or that net pledged revenues of CSIA will be sufficient to satisfy the Rate Covenant or the Additional Bonds Test in any future fiscal year. Such covenants and provisions are promissory in nature, and compliance therewith depends upon future financial results, economic conditions, rate-setting decisions, and other factors beyond the scope of this Opinion.
6. Reliance and Limitations
This Opinion is delivered as of the date hereof, and we assume no obligation to update, revise, or supplement this Opinion to reflect any changes in applicable law (including changes in statutes, regulations, judicial decisions, or administrative interpretations) or any changes in facts or circumstances occurring or coming to our attention after the date hereof, regardless of the effect that any such changes may have on the opinions expressed herein.
This Opinion is rendered solely for the benefit of the addressees hereof (and their respective successors and assigns in accordance with the terms of the applicable transaction documents) in connection with the issuance, sale, and delivery of the Series 2023A Bonds and may not be relied upon by any other person or entity, or for any other transaction or purpose, without our prior written consent.
Notwithstanding the foregoing, Alderman & Locke LLP, acting as counsel to the Underwriters in connection with the issuance of the Series 2023A Bonds, and Pryor Crestfield LLP, acting as Co-Bond Counsel in connection with the issuance of the Series 2023A Bonds, may rely on this Opinion as if each such firm were an addressee hereof, subject to the same qualifications, assumptions, and limitations set forth herein.
This Opinion is governed by and shall be interpreted in accordance with the laws of the State of Washington, without giving effect to the conflict-of-laws provisions thereof.
This Opinion is limited to the matters expressly addressed herein, and no opinion or conclusion should be inferred or implied as to any matter not expressly stated herein. We express no opinion as to the creditworthiness of CSIA, the adequacy of the security for the Series 2023A Bonds, the accuracy or completeness of any official statement or offering document relating to the Series 2023A Bonds, or any other matter not expressly covered by the opinions set forth in Section 4 above.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
George Trujillo Partner, Energy & Infrastructure Practice Group
1420 Fifth Avenue, Suite 3600 Seattle, Washington 98101
C&H Matter No. 1030-00001

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

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