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<br />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 February 7, 2007 <br />www.cghp-law.com <br />Banc of America Public Capital Corp <br />555 California Street, 4th Floor <br />San Francisco, California 94104 <br />SAMUEL E. COLEMAN <br />GEOFFREY E. GLEDHILL <br />DOUGLASHARGRAVE <br />LEIGH ANN PEEK <br />BRIAN M.FERRELL <br />Re: Equipment Installment Financing Agreement, dated as of February 7, 2007, between <br />Banc of America Public Capital Corp, as Lender, and Orange County; North Carolina, as <br />Purchaser <br />Ladies and Gentlemen: <br />We are legal counsel for Orange County, North Carolina ("Purchaser "). We have <br />examined (a) an executed counterpart of the Equipment Installment Financing Agreement, dated <br />as of February 7, 2007; and Exhibits thereto by and between Banc of America Public Capital <br />Corp (s`Lender ") and Purchaser (the "Agreement "), which, among other things, provides for the <br />financing of certain property listed in the Schedule (the "Equipment") and a certain Acquisition <br />Fund and Account Control Agreement among Lender, Purchaser, and Bank of America, N.A. as <br />Acquisition Fund Custodian, dated February 7, 2007 (the "Account Fund Agreement "), (b) an <br />executed counterpart of the resolutions of Purchaser which, among other things, authorize <br />Purchaser to execute the Agreement and the Schedule and (c) such other opinions, documents <br />and matters of law as we have deemed necessary in connection with the following opinions. The <br />Agreement and the Schedule, together with the Installment Payment Schedule attached to the <br />Schedule, are herein referred to collectively as the "Agreement ", and the Agreement and the <br />Acquisition Fund Agreement are referred to collectively as the "Transaction Documents ". <br />Based on the foregoing, we are of the opinion that: <br />1. Purchaser is a body .politic and corporate, a political subdivision of the State of <br />North Carolina; duly organized and existing under the laws of the State of North Carolina. <br />2. Purchaser has the requisite power and authority to acquire and finance the <br />Equipment and to execute and deliver the Transaction Documents and to perform its obligations <br />under the Agreement. <br />3. The Transaction Documents have been duly authorized, approved, executed and <br />delivered by and on behalf of Purchaser and the Transaction Documents are valid and binding <br />obligations of Purchaser enforceable in accordance with their respective terms, except as <br />enforcement thereof maybe limited by bankruptcy, insolvency and other similar laws affecting <br />F:\Lisa\lette~s\Banc of America Public Capital Corp opin ltr.doc <br />