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114 <br /> 1005N <br /> OPINION OF cUJNSEL <br /> (10 BE TYPED ON zaToRNEyes IErI'ERHEAD) <br /> Gelco Finance Corporation, a subsidiary <br /> of General Electric Capital Corporation <br /> Three Gelco Drive . <br /> Eden Prairie, Minnesota 55344 <br /> Gentlemen: <br /> We are general counsel to Orange County, North Carolina (the "Municipality"), <br /> and have acted as counsel for the Municipality in cxmnection with that certain <br /> &pi Lease/Purchase Amt (the "Agreement") dated June 23, 1989, <br /> between yourself and the Municipality. <br /> In connection with the preparation and rendering of this opinion, we have <br /> reviewed the executed original of the Agreement and, to the extent we have <br /> deemed per, such other documents, records and certificates of the <br /> Municipality, and all of the proceedings taken by the Municipality to <br /> authorize and execute the agreement, as we have deemed necessary and relevant <br /> as a basis for the opinion. Based upon the foregoing, it is our opinion that; <br /> 1. The Municipality is a state or a duly organized and validly existing <br /> political subdivision or-agency thereof within the meaning of Section 103 <br /> of the Internal Revenue Code and the related regulations and rulings, and <br /> is duly authorized to enter into the transactions contemplated by the <br /> AgreEnent and to carry out its obligations thereunder. <br /> 2. 'the Agreement and all other documents relating thereto and the performance <br /> of the Municipality's obligations thereunder have been duly and validly <br /> authorized, executed "and delivered by the Municipality and approved under <br /> all laws, regulations and procedures applicable to the Municipality, <br /> itreluding but not limited to compliance with public bidding requirements, <br /> aril constitute valid, legal and binding obligations of the Municipality, <br /> enforceable in accordance with its terms. <br /> 3. No approval or consent is required from any governmental authority with <br /> respect to the entering into or performance by the Municipality of the <br /> Agreement and the transactions contemplated thereby or if any such approval <br /> is required it has been duly obtained. <br /> Yours very truly, <br /> • <br /> Attorney for the Municipality <br />