2004 S Finance - BB&T Refinancing Installment Purchase Agreement

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LAW OFFICES COLEMAN, GLEDHILL, HARGRAVE & PEEK A PROFESSIONAL CORPORATION 129 E. TRYON STREET P. O. DRAWER 1529 HILLSBOROUGH, NORTH CAROLINA 27278 919.732-2196 FAX 919-732-7997 www.cgandh.com OPINION OF COUNSEL OF COUNTY November 12, 2004 RBC Centura Bank 3201 Beechleaf Court, Suite 700 Raleigh, North Carolina 27604 SAMUEL E. COLEMAN GEOFFREY E. GLEDHILL DOUGLASHARGRAVE LE[GH ANN PEEK S. SEAN BORHANIAN MARKEE L. SQUIRE Re: Installment Financing Contract between the County of Orange ,North Carolina (the "County ") and RBC Centura Bank (the "Bank") We are acting as counsel to the County in connection with the authorization and delivery of the above-referenced Installment Financing Contract (the "Contract"). The County is entering the Contract to finance the acquisition by the County of certain equipment, including any fixtures described therein (the "Equipment"). The Contract is being entered into by the County pursuant to the provisions of Section 160A-20 of the General Statutes of North Carolina, as amended (the "Act"). This opinion is being rendered to the Bank in support of the obligation of County of Orange under the Contract and the documents related thereto. In connection with preparing this opinion, we have reviewed (a) the Constitution and laws of the State of North Carolina (the "State"), (b) certain proceedings taken by the governing body of the County , [including a resolution (the "Resolution") authorizing the filing of an application for approval of the Contract by the North Carolina Local Government Commission (the "LGC") if required,] (c) the form of the Contract, the Escrow Deposit Agreement dated November 12, 2004 between the County and RBC Centura Bank as Escrow Agent, and all other documents related thereto (collectively, the "Agreements"), and (d) such other information and documents as we have deemed appropriate. Based upon the foregoing, we are of the opinion, as of the date hereof and under existing law, that: The County is a body politic and corporate duly existing under the Constitution and laws of the State. The County has all necessary power and authority to (a) undertake the Project and (b) enter into and perform its obligations under the Agreements.