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8. To the best of our knowledge, the Company is not in violation or breach of or <br />default under any applicable law or administrative regulation of the State of North Carolina or <br />the United States or any applicable judgment or decree or administrative ruling or any <br />agreement, resolution, certificate or other instrument to which the Company is a party or is <br />otherwise subject, which violation, breach or default would in any way materially adversely <br />affect the Company's activities or transactions contemplated by the Purchase Contract or the <br />execution and delivery of the 2006A Certificates, and, to the best of our knowledge, no event has <br />occurred and is continuing which with the passage of time or giving of notice, or both, would <br />constitute such a violation or breach thereof or default thereunder. <br />9. To the best of our knowledge, there is no litigation or any other proceeding before <br />any court or public board, agency or body pending or to our kno«-ledge threatened wherein an <br />unfavorable decision, ruling or finding would adversely affect the transactions contemplated by <br />the Purchase Contract or which, in any way, would adversely affect the validity of the Contract, <br />the Trust Agreement, the Purchase Contract or the 2006A Certificates or the exemption of <br />interest with respect to the 2006A Certificates from federal or State of North Carolina taxation as <br />described in the Official Statement. <br />10. The execution and delivery by the Company of the Contract, the Trust <br />Agreement, the Purchase Contract and the 2006x1 Certificates, and compliance with the <br />provisions of each, will not conflict with or constitute a breach or violation of or a default under <br />any applicable law, rule or regulation of the United States or of the State of North Carolina or of <br />any department, division, agency or instrumentality thereof having jurisdiction over the <br />Company, or, to the best of our knowledge, any applicable order, judgment or decree of any <br />court or other governmental agency or body or any bond, note, loan agreement, resolution, <br />certificate, agreement or other instrument to which the Company is a party or by which it or its <br />property is bound. <br />11. The information contained in the Official Statement under the heading "THE <br />COMPANY" is true and correct in all material respects and does not omit any statement which <br />should be included or referred to therein and that is not included elsewhere in the Official <br />Statement in order to make such information not misleading. <br />This opinion is rendered solely for your benefit in connection with the subject transaction <br />and may not. be relied upon by you or any other person for any other purposes, without our prior <br />written consent. <br />Respectfully submitted, <br />C-883838v3 13361.00022 ~_~ <br />