RES-2009-088 Resolution for the Sale of Refunding Bonds

Browse Search

43 • of this Official Statement, after taking into account any amendments or interpretations of Rule 15c2-12,as well as any changes in circumstances;and (c) any such modification does not materially impair the interests of the beneficial owners, as determined either by parties unaffiliated with the County (such as bond counsel), or by the approving vote of the registered owners of a majority in principal amount of the Bonds then outstanding pursuant to the terms of such resolution, as it may be amended from time to time,at the time of the amendment. Any annual financial information containing modified operating data or financial information is required to explain,in narrative form, the reasons for the modification and the impact of the change in the type of operating data or financial information being provided. The undertaking described above will terminate upon payment,or provision having been made for payment in a manner consistent with Rule 15c2-12, in full of the principal of and interest on all of the Bonds. The County has not failed to provide any information required to be provided by any undertaking previously made by the County pursuant to the requirements of Rule 15c2-12. APPROVAL OF LEGAL PROCEEDINGS Certain legal matters incident to the authorization and issuance of the Bonds are subject to the approving legal opinion of Sanford Holshouser LLP, Carrboro,North Carolina, Bond Counsel for the County (Bond Counsel"). Bond Counsel's approving legal opinions will be provided at the County's expense and will be available at the time of the delivery of the Bonds. The proposed forms of Bond • Counsel's opinions are attached as Appendix D. Bond Counsel's approving legal opinions express Bond Counsel's professional judgment as to the legal issues explicitly addressed in the opinion. By rendering a legal opinion, an opinion giver does not become an insurer or guarantor of that expression of professional judgment, of the transac- tion opined upon,or of the future performance of parties to the transaction.Additionally,the render- ing of an opinion does not guarantee the outcome of any legal dispute that may arise out of the transaction and a bond opinion is not a statement(either expressly or by implication)concerning the marketability,value or likelihood of payment of the Bonds. Bond Counsel has not been engaged to investigate the County's operations or condition or the County's ability to provide for payments on the Bonds.Bond Counsel will express no opinion(1)-as to the County's ability to provide for payments on the Bonds, or(2)as to the accuracy, completeness or fairness of any information that may have been relied on by anyone in making a decision to purchase Bonds, including this Official Statement. In this transaction, Bond Counsel will serve only as bond counsel to the County, and will not represent any bidder or the purchaser of the Bonds. RATINGS Moody's Investors Service, Standard & Poor's Ratings Services, Fitch Ratings, and the North Carolina Municipal Council have given the Bonds ratings of and , respectively. Those ratings reflect only the respective views of such organizations, and an explanation of the significance of each such rating may be obtained only from the respective organi- zation providing such rating. Certain information and materials not included in the Official State- ment were furnished to such organizations. There is no assurance that such ratings will remain in effect for any given period of time or that any or all will not be revised downward or withdrawn en- tirely. Any downward revision or withdrawal of a rating may have an adverse effect on the market prices of the Bonds. • 26