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70 <br /> Bond Counsel's approving legal opinion expresses Bond Counsel's professional judgment as to the <br /> legal issues explicitly addressed in the opinion. By rendering a legal opinion, an opinion giver does not <br /> become an insurer or guarantor of that expression of professional judgment,of the transaction opined upon, <br /> or of the future performance of parties to the transaction. Additionally, the rendering of an opinion does <br /> not guarantee the outcome of any legal dispute that may arise out of the transaction, and a bond opinion is <br /> not a statement (either expressly or by implication) concerning the marketability, value or likelihood of <br /> 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 2020 Bonds. Bond Counsel will express no opinion(1) as <br /> to the County's financial condition or its ability to provide for payments on the 2020 Bonds,or(2)as to the <br /> accuracy, completeness or fairness of any information that may have been relied on by anyone in making a <br /> decision to purchase 2020 Bonds,including this Official Statement. Bond Counsel has,however,provided <br /> the sample legal opinion form that appears as Appendix D,prepared the document summaries that appear <br /> as Appendix C,and approved the descriptions in this Official Statement of(1)the terms of the 2020 Bonds <br /> and the financing documents and (2) its legal opinion. In this transaction, Bond Counsel serves only as <br /> 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 County <br /> ("Bond Counsel"), under existing law, interest on the 2020 Bonds paid by the County (1) will not be <br /> included in gross income for federal income tax purposes, (2)will not be a specific item of tax preference <br /> for purposes of the federal alternative minimum income tax, and(3)will be exempt from existing State of <br /> 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 2020 Bonds <br /> derived from parties other than the County(for example,payments derived from proceeds of a foreclosure <br /> on the Mortgaged Property), even if those payments are denominated as interest with respect to the 2020 <br /> Bonds. <br /> Bond Counsel will give its opinion in reliance upon certifications by County representatives and <br /> others as to certain facts relevant to the opinion. The County has covenanted to comply with the provisions <br /> of the Internal Revenue Code of 1986, as amended(the "Code"),regarding, among other matters, the use, <br /> expenditure and investment of the proceeds derived from the sale of the 2020 Bonds and the timely payment <br /> to the United States of any arbitrage profit with respect to the 2020 Bonds. The County's failure to comply <br /> with its covenants could cause interest on the 2020 Bonds to be included in gross income for federal income <br /> tax purposes retroactively to the date of issuance of the 2020 Bonds. <br /> DISCOUNT BONDS <br /> The initial public offering prices of the 2020 Bonds maturing on October 1, 20_through October <br /> 1,20_,inclusive (collectively,the"Discount Bonds"), are less than the amounts payable at maturity. An <br /> amount not less than the difference between the initial offering prices to the public(excluding bond houses, <br /> brokers or similar persons or organizations acting in the capacity of underwriters, placement agents, <br /> wholesalers or other intermediaries)of the Discount Bonds and the amounts payable at maturity constitutes <br /> original issue discount. Under existing federal income tax law and regulations,the original issue discount <br /> 16 <br />