Orange County NC Website
Browse       Search
EXHIBIT B • <br />FORM OF SUPPLEMENTAL OPINION OF BOND COUNSEL <br />[Letterhead of Bond Counsel] <br />December _, 2010 <br />BB&T Capital Markets, <br />a division of Scott & Stringfellow, LLC <br />Charlotte, North Carolina <br />$ [Amount] <br />Limited Obligation Bonds, Series 2010 <br />Evidencing Proportionate Undivided Interests <br />in the Rights to Receive Certain Payments Pursuant to <br />an Installment Financing Contract <br />Between Orange County Public Facilities Company <br />and Orange County, North Carolina <br />Ladies and Gentlemen: <br />We have acted as Bond Counsel to Orange County, North Carolina (the "County ") in • <br />connection with the execution and delivery on the date hereof of the $[Amount] Limited <br />Obligation Bonds, Series 2010 (the "2010 Bonds "), evidencing proportionate undivided interests <br />in rights to receive certain payments pursuant to the Installment Financing Contract dated as of <br />December 1, 2010 (the "Contract") between the County and the Company, evidencing <br />proportionate undivided interests in rights to receive certain payments pursuant to the Contract. <br />The 2010 Bonds are being purchased today by BB&T Capital Markets, a division of Scott & <br />Stringfellow, LLC (the "Underwriter "), pursuant to a Contract of Purchase dated December _, <br />2010 (the "Purchase Contract ") between the Company and the Underwriter. Capitalized terms <br />used herein and not otherwise defined have the meaning given such terms in the Purchase <br />Contract. <br />In our capacity as Bond Counsel, we have on this date delivered our principal opinion <br />relating to the Contract and the 2010 Bonds and the legality of the authorization and execution <br />and delivery thereof, the tax status of the 2010 Bonds and certain other matters, which opinion <br />may be relied upon by you to the same extent as if addressed to you. <br />In connection with this opinion, we have examined and are familiar with originals or <br />copies, certified or otherwise identified to our satisfaction, of various documents, certificates and <br />opinions of counsel and the final Official Statement dated December _, 2010 with respect to the <br />2010 Bonds (the "O~cial Statement "), and have examined such other documents, certificates, <br />opinions of counsel, instruments and records, and have made such investigations of law, as we <br />have deemed necessary and appropriate as a basis for the opinions hereinafter expressed. In our <br />examination, we have assumed the genuineness of all signatures, the legal capacity of natural • <br />B-1 <br />3025651v2 15249.00084 <br />