2008-093 Finance- Installment Financing Contract RBC Bank purchase of Solid Waste Equipment

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RBC Bank (USA) Page 2 September 4, 2008 obligations of the County under the Contract may be limited or otherwise affected by (a) bankruptcy, insolvency, reorganization, moratorium or other laws affecting the rights of creditors generally and (b) principles of equity, whether considered at law or in equity. 4. The Equipment acquisition serves a public purpose for which public funds may be expended pursuant to the Constitution and laws of the State. 5. All necessary and appropriate actions by the Board of Commissioners of the County have been taken. 6. There is no litigation or any governmental administrative proceeding to which the County (or any official thereof in an official capacity) is a party that is pending or, to the best of my knowledge after reasonable investigation, threatened with respect to (a) the County's organization or existence, (b) its authority to execute and deliver the Agreements or adopt the Resolutions or to comply with the terms thereof, (c) the validity or enforceability or any of the Agreements or the transactions contemplated thereby, (d) the title of the County officers who executed the Agreements, (e) any authority or proceedings relating to the County's adoption of the Resolutions or its execution or delivery of any of the Agreements, or (f) the undertaking of the transactions contemplated by the Agreements and the Resolutions. The opinions expressed above are subject to the following qualifications and limitations: (a) We express no opinion as to the enforceability of the provisions of Section 5.11(b) of the Installment Financing Contract purporting to impose on the County certain procedural requirements as a condition to the right of the County's governing body to delete an appropriation for "Installment Payments" (as defined in the Installment Financing Contract) from the County's annual budget. (b) The enforceability of the Contract will be subject to bankruptcy, insolvency and other laws affecting creditors rights generally. To the extent that remedies under the Contract require enforcement by a court of equity, the enforceability thereof maybe limited by such principles of equity as the court having jurisdiction may impose. (c) Pursuant to the Act, no deficiency judgment may be rendered against the County in the event of a breach by the County of its obligations under the Contract, including its obligation to pay the Installment Payments under the Contract, and the taxing power of the County is not pledged, and may not be pledged, to pay any obligation of the County under the Contract.