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