Orange County NC Website
Browse       Search
67 <br /> the Official Statement or which is not reflected in the Official Statement but should be <br /> reflected therein in order to make the statements contained therein not misleading in any <br /> material respect and requires an amendment of or supplement to the Official Statement <br /> and the effect of which, in the judgment of the Underwriters, would materially adversely <br /> affect the market for the Bonds or the sale, at the contemplated offering prices (or yields), <br /> by the Underwriters of the Bonds; or <br /> (vii) any of Fitch Ratings Inc. ("Fitch"), Moody's Investors Service, <br /> Inc. ("Moody's) or S&P Global Ratings, a business unit of Standard & Poor's Financial <br /> Services LLC ("S&P") shall have taken any action to lower, suspend or withdraw their <br /> respective ratings on the Bonds and such action, in the opinion of the Underwriters, <br /> would adversely affect the market price or marketability of the Bonds. <br /> (d) At the Closing, the Underwriters shall receive the following documents: <br /> (i) Duly executed or certified copies of each of the Trust Agreement <br /> and Modified Deed of Trust; <br /> (ii) The approving opinion of Bond Counsel in the form set forth in <br /> Appendix D of the Official Statement together with a supplemental opinion in form and <br /> substance satisfactory to the Underwriters, and a reliance letter addressed to the <br /> Underwriters, each of which shall be dated the Closing Date; <br /> (iii) The opinion of John L. Roberts, Esq., County Attorney, dated the <br /> Closing Date and addressed to the Underwriters and Bond Counsel in form and substance <br /> satisfactory to the Underwriters; <br /> (iv) An opinion of Pope Flynn, LLC, as counsel to the Underwriters, <br /> dated the Closing Date and addressed to the Underwriters in form and substance <br /> satisfactory to the Underwriters; <br /> (v) A certificate, dated the Closing Date, of the duly authorized <br /> representative(s) or officer(s) of the County and in form and substance satisfactory to the <br /> Underwriters, to the effect that (A) the representations and agreements of the County <br /> herein are true and correct in all material respects as of the date of Closing; (B) there are <br /> not pending or, to such officials' knowledge, threatened legal proceedings that will <br /> materially adversely affect the transactions contemplated hereby or by the Trust <br /> Agreement, or the validity or enforceability of the Bonds, or the security therefor; (C) the <br /> financial information relating to the County provided to the Underwriters presents fairly <br /> the financial position of the County as of the date indicated therein and the results of its <br /> operations for the period specified therein and the financial statements from which such <br /> information was derived have been prepared in accordance with applicable law with <br /> respect to the period involved; (D) since June 30, 2018, there has not been any material <br /> adverse change in the financial condition of the County taken as a whole or no increase in <br /> the County's indebtedness for borrowed money, other than as disclosed in the Official <br /> Statement or otherwise disclosed in writing to the Underwriters; (E) there are not pending <br /> or, to such officials' knowledge, threatened legal proceedings that will materially <br /> -11- <br />