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47 <br />APPENDIX E <br />[Proposed form of Sanford Holshouser's <br />opinion on the Bondsj <br />. 2009 <br />Orange County, North Carolina <br />Orange County, North Carolina <br />General Obligation Refunding Bonds. Series 2009 <br />We have acted as bond counsel to Orange County, North Carolina (the "County"), in connection <br />with the County's issuance today of the above-captioned bonds (the "Bonds"). The County is and has <br />been our only client in this transaction. <br />We have examined the applicable law and certified copies of proceedings and documents relat- <br />ing to such issuance. Without undertaking to verify the same by independent investigation, we have <br />relied on (1) computations provided to Barthe & Wahrman, P.A., Cloomington, Minnesota, the ma- <br />thematical accuracy of which has been verified by them, relating to the yield of investments in an <br />escrow fund established in connection with the. issuance of the Bonds, the sufficiency of such in- <br />vestments to pay the Prior Bonds (as defined below) when due and the yield on the Bonds, and (2) <br />representations and certifications by representatives of the Town, the North Carolina Local Gov- <br />ernment Commission (the "LGC") and others as to certain facts relevant to both our opinion and re- <br />quirements of the Internal Revenue Code of 1986, as amended (the "Code"). <br />The Bonds are being issued to pay principal, applicable redemption premium and interest on <br />the outstanding balance of the Town's General Obligation Public Improvement Bonds, Series <br />(the "Prior Bonds"), as more fully described in the proceedings and documents relating to <br />the issuance of the Bonds. <br />The County has made certain covenants (the "Covenants") in the proceedings and documents <br />providing for the issuance of the Bonds to comply with the provisions of the Code regarding, among <br />other matters, the use, expenditure and investment of the proceeds of the Bonds and the timely <br />payment of any arbitrage rebate required under the Code. <br />We have assumed the capacity of all natural persons, the genuineness of all signatures, the <br />authenticity of all documents submitted to us as originals and the conformity to authentic original <br />documents of all documents submitted to us as copies or specimens. <br />E-2 <br />