Agenda - 03-02-2006-8bCP - Laserfiche WebLink

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and such other documents, records, proceedings and matters of law as we have considered necessary to enable us to render the opinions set forth below and based on existing statutes, regulations, rulings and judicial decisions, it is our opinion that: 1. The County has full power and authority to execute the Contract of Purchase, the Financing Contract, the Deed of Trust, the Lease, the Agency Agreement and the Letter of Representation (collectively, the "County Docut~aents") and to acquire, construct, install and equip the Facilities (as defined in the Financing Contract) as provided in the Contract of Purchase, the Financing Contract, the Deed of Trust and the Trust Agreement. 2. The County (i) has duly authorized the execution and delivery of the County Documents and has duly approved the Preliminary Official Statement and the Official Statement, (ii) has duly approved and consented to the use by the Llnden~riters of the Preliminary Official Statement in connection with the public offering and sale of the 2006A Certificates, (iii) has approved the teiYns of the Trust Agreement and (iv) has taken or will take all action necessary or appropriate to carry out the execution, sale and delivery of the 2006A Certificates to the Underwriters and the consummation of the transactions contemplated by the above-described instruments. 3. The execution and delivery of the County Documents and the performance by the County of its obligations thereunder are within the powers of the County and will not in any material respect conflict with or constitute a breach or result in a violation of (i) any state constitutional or statutory provision, (ii) any agreement or other instrumetrt to which the County is a party or by which it is bound, or (iii) any order or decree of any court, or any rule, regulation or ordinance of North Carolina or any local governmental authority having jurisdiction over the County or its properties. 4. To the extent obtainable as of the date hereof, the County has received, and there remain currently in full force and effect, all consents, approvals, authorizations and orders of any governmental or regulatory authority that are required to be obtained by the County as a. condition precedent to the lawful acquisition, construction, installation and equipping of the Facilities and the execution and delivery of the 2406A Certificates or the execution and delivery of the County Documents or the performance by the County of its obligations thereunder (provided no representation or warranty is expressed as to any action required under state securities or Blue Sky laws in connection with the purchase or distribution of the 2006A Certificates by the Underwriters). 5. To the best of our knowledge, the County is not in violation or breach of or default under any applicable law or administrative regulation of the State of North Carolina or the United States, or to our knowledge, any applicable judgment or decree or administrative ruling or any agreement, resolution, certificate or other instrument to which the County is a party or is othert~~ise subject, which violation, breach or default would in any ~~~ay materially adversely affect the County's financial condition or activities or the transactions contemplated by the Contract of Purchase or the execution and delivery of the 20Q6A Certificates, to the best of our knowledge, no event has occurred and is continuing which with the passage of time or giving of notice, or both, would constitute such a violation or breach thereof or default thereunder. C-883838v3 13361.00022 C-2