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47 <br /> • .APPENDIX E <br /> [Proposed form of Sanford Holshouser's <br /> opinion on the Bonds] <br /> 2009 <br /> Orange County,North Carolina <br /> Orange County,North Carolina <br /> General Obligation Refunding Bonds,Series 2009 <br /> We have acted as bond counsel to Orange County, North Carolina(the"County"),in connection <br /> with the County's issuance today of the above-captioned bonds(the"Bonds").The County is and has <br /> been our only client in this transaction. <br /> We have examined the applicable law and certified copies of proceedings and documents relat- <br /> ing to such issuance.Without undertaking to verify the same by independent investigation,we have <br /> relied on (1)computations provided to Barthe &Wahrman, P.A., Cloomington, Minnesota, the ma- <br /> thematical accuracy of which has been verified by them, relating to the yield of investments in an <br /> escrow fund established in connection with the issuance of the Bonds, the sufficiency of such in- <br /> vestments to pay the Prior Bonds (as defined below)when due and the yield on the Bonds, and (2) <br /> representations and certifications by representatives of the Town, the North Carolina Local Gov- <br /> ernment Commission(the"LGC") and others as to certain facts relevant to both our opinion and re- <br /> quirements of the Internal Revenue Code of 1986,as amended(the"Code"). <br /> The Bonds are being issued to pay principal, applicable redemption premium and interest on <br /> the outstanding balance of the Town's General Obligation Public Improvement Bonds, Series <br /> (the "Prior Bonds"), as more filly described in the proceedings and documents relating to <br /> the issuance of the Bonds. <br /> The County has made certain covenants (the "Covenants") in the proceedings and documents <br /> providing for the issuance of the Bonds to comply with the provisions of the Code regarding, among <br /> other matters, the use, expenditure and investment of the proceeds of the Bonds and the timely <br /> payment of any arbitrage rebate required under the Code. <br /> We have assumed the capacity of all natural persons, the genuineness of all signatures, the <br /> authenticity of all documents submitted to us as originals and the conformity to authentic original <br /> documents of all documents submitted to us as copies or specimens. <br /> E-2 <br />