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74 <br /> LEGAL MATTERS <br /> LITIGATION <br /> [County to confirm] To the best of the knowledge of the County, no litigation is now pending or <br /> threatened against or affecting the County which seeks to restrain or enjoin the authorization,execution or <br /> delivery of the 2019B Bonds, the Trust Agreement or the Modified Deed of Trust, or which contests the <br /> County's creation, organization or corporate existence, or the title of any of the present officers thereof to <br /> their respective offices or the authority or proceedings for the County's authorization, execution and <br /> delivery of the 2019B Bonds, the Trust Agreement or the Modified Deed of Trust, or the County's <br /> authority to carry out its obligations thereunder or which would have a material adverse impact on the <br /> County's condition, financial or otherwise. <br /> OPINIONS OF COUNSEL <br /> Legal matters related to the execution, sale and delivery of the 2019B Bonds are subject to the <br /> approval of Sanford Holshouser LLP. Certain legal matters will be passed upon for the County by its <br /> counsel, John L. Roberts, Esq., and for the Underwriters by their counsel, McGuireWoods LLP. The <br /> opinion of Sanford Holshouser LLP, as Bond Counsel, substantially in the form set forth in Appendix D <br /> hereto,will be delivered at the time of the delivery of the 2019B Bonds. <br /> Bond Counsel's approving legal opinion expresses Bond Counsel's professional judgment as to <br /> the legal issues explicitly addressed in the opinion. By rendering a legal opinion, an opinion giver does <br /> not become an insurer or guarantor of that expression of professional judgment, of the transaction opined <br /> upon, or of the future performance of parties to the transaction. Additionally, the rendering of an opinion <br /> does not guarantee the outcome of any legal dispute that may arise out of the transaction, and a bond <br /> opinion is not a statement (either expressly or by implication) concerning the marketability, value or <br /> likelihood of payment of the bonds. <br /> Bond Counsel has not been engaged to investigate the County's operations or condition or the <br /> County's ability to provide for payments on the 2019B Bonds. Bond Counsel will express no opinion(1) <br /> as to the County's financial condition or its ability to provide for payments on the 2019B Bonds, or(2)as <br /> to the accuracy, completeness or fairness of any information that may have been relied on by anyone in <br /> making a decision to purchase 2019B Bonds, including this Official Statement. In this transaction, Bond <br /> Counsel serves only as bond counsel to the County. <br /> TAX TREATMENT <br /> OPINION OF BOND COUNSEL <br /> In the opinion of Sanford Holshouser LLP, Carrboro, North Carolina, Bond Counsel for the <br /> County ("Bond Counsel"), under existing law, interest on the 2019B Bonds paid by the County (1) will <br /> not be included in gross income for federal income tax purposes, (2) will not be a specific item of tax <br /> preference for purposes of the federal alternative minimum income tax, and (3) will be exempt from <br /> existing State of North Carolina income taxes. <br /> The proposed form of Bond Counsel's opinion is attached as Appendix D. <br /> Bond Counsel's opinion does not address the tax-exempt status of payments on the 2019B Bonds <br /> derived from parties other than the County(for example,payments derived from proceeds of a foreclosure <br /> 18 <br />