37445000 County of San Diego the Salk Institute For
RATING: Moody’s: “A1” NEW ISSUE – BOOK-ENTRY ONLY See “RATING” herein In the opinion of Orrick, Herrington & Sutcliffe LLP, Special Counsel to the County, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, the interest component of the Installment Payments to be paid by the County under the Purchase Agreement and received by the Beneficial Owners is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes. In the further opinion of Special Counsel, such interest component is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes. Special Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest with respect to, the Certificates, including whether the interest component of the Installment Payments to be paid by the County under the Purchase Agreement and received by the Beneficial Owners is included in adjusted current earnings when calculating corporate alternative minimum taxable income. See “TAX MATTERS” herein. $37,445,000 Certificates of Participation Evidencing Proportionate Interests of the Holders Thereof in Installment Payments to be Paid by the COUNTY OF SAN DIEGO from Purchase Payments to be Received from THE SALK INSTITUTE FOR BIOLOGICAL STUDIES, SAN DIEGO, CALIFORNIA Dated: Date of Delivery Due: July 1, as on inside cover The Certificates of Participation (the “Certificates”) represent undivided proportionate interests in the right to receive Installment Payments (the “Installment Payments”) to be paid by the County of San Diego (the “County”) under an Installment Purchase Agreement, dated as of May 1, 2010 (the “Purchase Agreement”), by and between The Salk Institute for Biological Studies, San Diego, California (the “Corporation”) and the County.
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