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• persons, the authenticity of all documents submitted to us as originals, the conformity to original <br />documents of all documents submitted to us as certified or photostatic copies, and the <br />authenticity of originals of such copies. As to any facts material to this opinion that we did not <br />independently establish or verify, we have relied upon statements and representations of officers <br />and other representatives of the County, the Company and others. <br />On the basis of and in reliance on the foregoing, we are of the opinion that: <br />1. The statements in the Official Statement on the cover page and under the headings <br />"INTRODUCTION-Security" and "-The 2010 Bonds," "THE 2010 BONDS", <br />"SECURITY AND SOURCES OF PAYMENT FOR THE 2010 BONDS" and <br />"CONTINUING DISCLOSURE" and in Appendix C - "SUMMARY OF PRINCIPAL <br />LEGAL DOCUMENTS," to the extent such statements purport to summarize certain terms of <br />the Contract, the Deed of Trust, the Trust Agreement and the Bonds, fairly and accurately <br />summarize such terms. The statements contained in the Official Statement under the heading <br />"TAX TREATMENT" present fairly and accurately the matters referred to therein. <br />2. The 2010 Bonds are not subject to the registration requirements of the Securities <br />Act of 1933, as amended, and the Trust Agreement is exempt from qualification as an indenture <br />under the Trust Indenture Act of 1939, as amended. <br />This Opinion is furnished to you solely for your benefit and may not be used, circulated, <br />• quoted or otherwise referred to without our prior written consent. <br />Respectfully submitted, <br />[ BOND COUNSEL] <br />• <br />B-2 <br />3025651x2 15249.00084 <br />