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EZHIBIT B <br />[Letterhead of Sanford Holshouser LLP] <br />April 26, 2006 <br />Banc of America Securities LLC <br />Charlotte, North Carolina <br />Siebert Brandford Shank & Co., LLC <br />Washington, D.C. 20006 <br />$jAmountJ <br />Certifrcates afParticipation <br />(Orange County Public Itnpravernent Projects), <br />Series 20©6A <br />In Certain Payments to be Made <br />Under an Installment Financing Cantract with <br />ORAI'~jGE CCaU1~TTY, I~jORTH CAR(aLll'VA <br />Ladies and Gentlemen: <br />We have acted as special counsel to Orange County, North Carolina (the "County") in <br />connection with the execution and delivery by Orange County Public Facilities Company (the <br />"Company"} of $[Amomit] Certificates of Participation (Orange County Public Improvement <br />Projects}, Series 2006A (the " 2QOSA Certificates"), evidencing interests in certain payments <br />pursuant to an Installment Financing Contract dated as of April 1, 2006 between the Company <br />and the County, under and pursuant to the terms of a Trust Agreement dated as of April 1, 2006 <br />(the "Trrast Agreement") between the Company and The Bank of New York, as trustee. All <br />terms used herein as defined terms and not othen~vise defined herein shall have meanings <br />specified therefor in the Trust Agreement. <br />In our capacity as special counsel, we have on this date delivered our opinion relating to <br />the 2006A Certificates, the tax status of the interest component of the Installment Payments and <br />certain other matters, which opinion may be relied upon by you to the same extent as if <br />addressed to you. <br />In connection with this opinion, we have examined the opinions dated the date hereof of <br />[Newsom, Graham, Hedrick, Kennon & Cheek, P.A.], counsel to the Company, Robinson, <br />Bradsha«~ & Hinson, P. A., counsel to the Underwriters, and Coleman, Gledhill, Hargrave & <br />Peek, P. C., counsel for the County, the final Official Statement dated April 13, 2006 with respect <br />to the Certificates (the "Official Statement"), and such other documents, certificates, opinions of <br />counsel, instruments and records, and have made such investigations of law, as we have deemed <br />C-883838v3 13361.00022 B' 1 <br />