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of Gary Donaldson, Chief Financial Officer, 131 West Margaret Lane, Third Floor, PO Box 8181 , <br /> Hillsborough, North Carolina 27278 . <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 2025 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 2025 Bonds, the Trust Agreement or the Modified Deed of Trust, or the County ' s authority <br /> to carry out its obligations thereunder or which would have a material adverse impact on the County ' s <br /> condition, financial or otherwise . <br /> OPINIONS OF COUNSEL <br /> Legal matters related to the execution, sale and delivery of the 2025 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 2025 Bonds . <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 2025 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 2025 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 2025 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 2025 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 [Bond Counsel to review] <br /> OPINION OF BOND COUNSEL <br /> Tax Treatment of 2025 Bonds. In the opinion of Sanford Holshouser LLP, Carrboro, North <br /> Carolina, Bond Counsel for the County ("Bond Counsel"), under existing law, interest on the 2025 Bonds <br /> ( 1 ) will not be included in gross income for federal income tax purposes, and (2) will be exempt from <br /> existing State of North Carolina income taxation . Interest on the 2025 Bonds is not a separate tax preference <br /> item for purposes of the federal alternative minimum tax; however, such interest is taken into account in <br /> 17 <br />