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

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Contingent Liabilities The County is not aware of any contingent liabilities which it expects would materially adversely affect its ability to meet its financial obligations. SL1M11~~RY OF PRINCIPAL LEGAL DOCLIMENTS Summaries of the Financing Contract, Trust Agreement and Deed of Trust, including a list of definitions of certain terms, are included as Appendix B hereto. Such summaries do not purport to be complete, and are limited in all respects by reference to the complete documents. See the introduction hereof for information on the availability of copies of these documents. LEGAL MATTERS Litigation There is no litigation pending (including that disclosed herein) or, to the County's knowledge, threatened which could have a material adverse impact on the County's condition, financial or otherwise. In addition, no litigation is no~~~ pending or, to the County's knowledge, threatened seeking to restrain or enjoin the authorization, execution or delivery of the 2006A Certificates or the Financing Contract or the Deed of Trust or contesting the validity or the authority or proceedings for the authorization, execution or delivery of the 2006A Certificates, the Financing Contract or the Deed of Trust, or the creation, organization, corporate existence or powers of the County, or the title of any of the present officers thereof to their respective offices or the authority or proceedings for the execution and delivery of the Financing Contract or the Deed of Trust by the County or its authority to carry out its obligations thereunder. Opinions of C~omtsel The proposed fornl of Special Counsel's opinion is included as Appendix C hereto. Certain legal opinions will be delivered for the County by its counsel, for the Company by its counsel and for the Underwriters by their counsel. Each counsel's legal opinion expresses such counsel's professional judgment as to the legal issues explicitly addressed in the opinion. By rendering a legal opinion, an opinion giver does not become an insurer or guarantor of that expression of professional judgment, of the transaction opined upon, or of the future performance of parties to the transaction. In addition, the rendering of an opinion does not guarantee the outcome of any legal dispute that may arise out of the transaction. Special Counsel has not been engaged to investigate the County's operations or condition or the County's ability to provide for payments on the Financing Contract (and resulting payments on the 2006A Certificates). Special Counsel will express no opinion as to the County's ability to provide for such payments. C-883836v4 13361.00022 3