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EXHIBIT D <br />[Letterhead of Counsel to the Company] <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 />$[Am.ount] <br />Certificates afParticipatian <br />(Orange County Public Improvensent Projects), <br />Series 2d06A <br />In Certain Payments to he Macle <br />Under an Installment Financing Contract by <br />Orange County, North Carolina <br />Ladies and Gentlemen: <br />We have acted as counsel to Orange County Public Facilities Company (the "Company") <br />and have served in such capacity in connection ~~~ith the execution and delivery by the Company <br />of the Certificates of Participation described above (the " 20©bA Certificates"). <br />We have, as such counsel, examined the folio«~ing documents: <br />I. Copies of the Articles of Incorporation and Bylaws of the Company; <br />2. A copy, certified by the Secretary of the Company to be a true and correct copy, <br />of those certain resolutions adopted by the Board of Directors of the Company at a duly called <br />special meeting of the Directors on , 2006 (the "Resolutions"), in connection with the <br />execution, sale and delivery of the 2006A Certificates; <br />3. An executed copy of the Trust Agreement, dated as of April 1, 2006 (the "Trust <br />Agreement"), bet~.~-~een the Company and The Bank of Ne«-~ fork, as trustee (the "Trustee"); <br />C-883838v3 13361.00022 D- <br />