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2. Action of the Board of Commissioners of the County was duly adopted. <br />3. Each of the Agreements has been duly authorized, executed and delivered by the <br />County Assuming the due authorization, execution and delivery of any <br />Agreement by the Bank, if required by the terms thereof, each such Agreement <br />constitutes a legal, valid and binding agreement of the County enforceable <br />against the County in accordance with its terms. Such obligation does not <br />constitute a pledge of the faith and credit of the State of North Carolina or of any <br />county, city or other political subdivision of the State, including the County . The <br />rights and enforceability of the obligations of the County under the Contract may <br />be limited or otherwise affected by (a) bankruptcy, insolvency, reorganization, <br />moratorium or other laws affecting the rights of creditors generally and (b) <br />principles of equity, whether considered at law or in equity. <br />4. The Project serves a public purpose for which public funds may be expended <br />pursuant to the Constitution and laws of the State. <br />5. All necessary public hearings and the execution, delivery and performance of the <br />Agreements by the County have been duly conducted and performed as required <br />by applicable law. <br />6. To the best of my knowledge, all permits, consents, approvals or authorizations of <br />all governmental entities and regulatory bodies, and all filings and notices <br />required on the County 's part to have been obtained or completed in connection <br />with the authorization, execution and delivery of the Agreements, the <br />consummation of the transactions contemplated thereby and the acquisition of the <br />Project, including all necessary approvals from the North Carolina Local <br />Government Commission have been obtained pursuant to Section 160A-20 and <br />Chapter 159, Article 8 of the North Carolina General Statutes, have been obtained <br />and are in full effect, and I know of no reason why any future required permits, <br />consents, approvals, authorizations or orders cannot be obtained as needed. <br />7. There is no litigation or any governmental administrative proceeding to which the <br />County (or any official thereof in an official capacity) is a party that is pending <br />or, to the best of my knowledge after reasonable investigation, threatened with <br />respect to (a) the County 's organization or existence, (b) its authority to execute <br />and deliver the Agreements or to comply with the terms thereof, (c) the validity or <br />enforceability of any of the Agreements or the transactions contemplated thereby, <br />(d) the title of the County officers who executed the Agreements, (e) any <br />authority or proceedings relating to the County's execution or delivery of any of <br />the Agreements, or (f) the undertaking of the transactions contemplated by the <br />Agreements. <br />The opinions expressed above are subject to the following qualifications and limitations: <br />(a) The enforceability of the Contract will be subject to bankruptcy, insolvency <br />and other laws affecting creditors rights generally. To the extent that remedies under the <br />