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EXHIBIT C <br />[Letterhead of Coleman, Gledhill, Hargrave & Peek, P.C.] <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 />Sanford Holshouser LLP <br />Raleigh, North Carolina <br />Orange County, North Carolina <br />Hillsborough, North Carolina <br />Orange County Public Facilities Company <br />Hillsborough, North Carolina <br />$[Am.ount] <br />Certificates ofParticipation <br />(Orange County Public Improvement Projects), <br />Series 2d06A <br />In Certain Payments to be Made <br />Under an Installment Financing Contract by <br />Orange County, North Carolina <br />Ladies and Gentlemen: <br />We are counsel for Orange County, North Carolina {the "Count}%"} and have sensed in <br />such capacity in connection with the execution and delivery by Orange County Public Facilities <br />Company (the "Company") of the above-captioned Certificates of Participation (the " 200SA <br />Certificates"). The 2006A Certificates are being delivered to the Underwriters today pursuant to <br />a Contract of Purchase, dated April 13, 2006 (the "Cantract of Purchase"}, by and between the <br />Company and Banc of America Securities LLC and Siebert Brandford Shank & Co., LLC (the <br />"Underwriters"). Unless otherwise indicated herein, all capitalized terms used herein shall have <br />the meanings given such terms in the Contract of Purchase. <br />In connection with this opinion, we have examined the Official Statement, the Contract. <br />of Purchase, the Trust Agreement, the Financing Contract, the Deed of Trust, the Lease, the <br />Agency Agreement, the Letter of Representation that is Exhibit A to the Contract of Purchase <br />C-883838v3 13361.00022 <br />C-1 <br />