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(2) Supplementary opinion of Special Counsel addressed to the <br />Underwriters and dated the Closing Date, in substantially the form <br />attached hereto as Exhibit B. <br />(3) An opinion of Coleman, Gledhill, Hargrave & Peek, P.C., <br />Hillsborough, North Carolina, counsel for the County, dated the Closing <br />Date, addressed to the Underwriters, in substantially the form attached <br />hereto as Exhibit C. <br />(4) An opinion of , <br />counsel to the Company, dated the Closing Date, addressed to the <br />Underwriters, in substantially the form attached hereto as Exhibit D. <br />(5) An opinion of Robinson, Bradshaw & Hinson, P.A., <br />counsel to the Underwriters, dated the Closing Date, addressed to the <br />Underwriters, in form satisfactory to the Under«~riters. <br />(6) The Final Official Statement. <br />(7) Certified copies of all resolutions of the County relating to <br />the 2006A Certificates, the Financing Contract, the Lease, the Agency <br />Agreement and the Deed of Trust. <br />(8) Certified copies of such documents of the Company <br />approving the execution and delivery of the Financing Contract, the Trust <br />Agreement and this Purchase Contract as may be required by Special <br />Counsel. <br />(9) A specimen 2006A Certificate. <br />(10) Letters fi•om Moody's Investors SeY•~~ice, Standard & <br />Poor's, a division of The McGra~~~-Hill Companies, and Fitch, Inc. to the <br />effect that the 2006A Certificates have been assigned ratings of , <br />and ,respectively, which ratings shall be in effect as of the date of <br />Closing. <br />(11) A certificate, in form and substance satisfactory to the <br />Underwriters and their counsel, of the President or any duly authorized <br />officer or official of the Company satisfactory to the Underwriters and <br />their counsel, dated as of the Closing Date, to the effect that: (i) each of <br />the Company's representations, warranties and covenants contained herein <br />are true and correct as of the Closing Date; (ii) the Financing Contract, the <br />Tnlst Agreement and this Purchase Contract have been entered into by the <br />Company and are in full force and effect and {iii) the 2006A Certificates <br />have been duly executed and delivered by the Company. <br />(12) A certificate, in form and substance satisfactory to the <br />Underwriters and their counsel, dated the Closing Date, executed by an <br />C-883838v3 13361.00022 1 n <br />