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Exhibit D <br />• LAW OFFICES <br />COLEMAN, GLEDHILL, HARGRAVE & PEEK <br />A PROFESSIONAL CORPORATION <br />129 E. TRYON STREET <br />P. O. DRAWER 1529 <br />HILLSBOROUGH, NORTH CAROLINA 27278 <br />919.732.2196 <br />FAX 919.732-7997 <br />www.cghp-law.com <br />RBC Bank (USA) <br />3201 Beechleaf Court, Suite 360 <br />Raleigh, North Carolina 27604 <br />September 4, 2008 <br />SAMUEL E. COLEMAN <br />GEOFFREY E. GLEDHILL <br />DOUGLASHARGRAVE <br />LEIGH ANN PEEK <br />BRIAN M.FERRELL <br />Re: Installment Financing Contract between the County of Orange, North Carolina (the <br />"County") and RBC Bank (USA) (the "Bank") <br />We are acting as counsel to Orange County in connection with the authorization and <br />delivery of the above-referenced Installment Financing Contract (the "Contract"). The County is <br />entering the Contract to finance the acquisition by the County of certain equipment (the <br />"Equipment"). The Contract is being entered into by the County pursuant to the provisions of <br />Section 160A-20 of the General Statutes of North Carolina, as amended (the "Act"). This opinion is <br />being rendered to the Bank in support of the obligation of the County under the Contract and the <br />documents related thereto, <br />In connection with preparing this opinion, we have reviewed (a) the Constitution and laws <br />of the State of North Carolina (the "State"), (b) certain proceedings taken by the governing body of <br />the County, (c) the form of the Contract and all other documents related thereto (collectively, the <br />"Agreements"), and (d) such other information and documents as we have deemed appropriate. <br />Based upon the foregoing, we are of the opinion, as of the date hereof and under existing <br />law, that: <br />The County is a body politic and corporate duly existing under the Constitution <br />and laws of the State. The County has all necessary power and authority to (a) <br />undertake the Equipment acquisition, (b) adopt the Resolutions, and (c) enter into <br />and perform its obligations under the Agreements. <br />2. Each of the Resolutions was duly adopted. <br />3. The Agreements have been duly authorized, executed and delivered by the <br />County., Assuming the due authorization, execution and delivery of any <br />Agreement by the Bank, if required by the terms thereof, each such Agreement <br />constitutes a legal, valid and binding agreement of the County enforceable against <br />the County in accordance with its terms. Such obligation does not .constitute a <br />pledge of the faith and credit of the County. The rights and enforceability of the <br />