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

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4. An executed copy of the Installment Financing Contract, dated as of April 1, 2006 {the "Contract"), between the Company and Orange County, North Carolina (the "County"); 5. An executed copy of the Contract of Purchase, dated as of April 13, 2006 (the "Purchase Contract") between the Company and Banc of America Securities LLC and Siebert Brandford Shank & Co., LLC (the "Undertivr•iters"), relating to the sale of the 2006A Certificates; 6. The Preliminary Official Statement relating to the 2006A Certificates, dated April 2006 (the "Preliminary Official Statement") the Official Statement relating to the 2006A Certificates, dated April 13, 2006 (the "Qj~cial Statement"); and 7. Such other documents and related matters of law as we have deemed necessary in order to render this opinion. Based upon the foregoing, we are of the opinion, as of the date hereof and under existing law, that: 1. The Company is duly created and validly existing and in good standing as a nonprofit corporation under the laws of the State of North Carolina. 2. The Resolutions were duly adopted by the Company in accordance with its Articles of Incorporation and Bylaws and remain in full force and effect on the date hereof. 3. The Company has full power and authority to enter into the Purchase Contract, the Contract, and the Trust Agreement. 4. The Purchase Contract, the Contract and the Trust Agreement have been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the other parties thereto, constitute valid and binding agreements of the Company enforceable against the Company in accordance with their respective terms, except that the enforceability of such agreements may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other lat~~s affecting the enforcement of creditors' rights generally and, to the extent that certain remedies require, or may require, enforcement by a court of equity, by such principles of equity as the court having jurisdiction may impose. 5. The 2006A Certificates have been duly authorized, executed and delivered by the Company. 6. The Company has duly approved the Preliminary Official Statement and has duly authorized, executed and delivered the Official Statement. 7. The Company obtained all required authorizations, approvals, consents or other orders of and made all required filings or registrations with any court or governmental agency or body required for the valid authorization, execution, sale and delivery of the 2006A Certificates; provided, however, that no representation is made as to any requirements under federal or state securities laws or regulations in connection with the offering and sale of the 2006A Certificates by the Under-~writers. C-883838v3 13361.00022 ~_ 2