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90 <br /> containing the unqualified report of the independent certified public accountants are available in the office <br /> 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 /> To the best of the knowledge of the County, no litigation is now pending or threatened against or <br /> affecting the County which seeks to restrain or enjoin the authorization,execution or delivery of the 2026A <br /> Bonds, the Trust Agreement or the Modified Deed of Trust, or which contests the County's creation, <br /> organization or corporate existence, or the title of any of the present officers thereof to their respective <br /> offices or the authority or proceedings for the County's authorization,execution and delivery of the 2026A <br /> Bonds, the Trust Agreement or the Modified Deed of Trust, or the County's authority to carry out its <br /> obligations thereunder or which would have a material adverse impact on the County's condition,financial <br /> or otherwise. <br /> OPINIONS OF COUNSEL <br /> Legal matters related to the execution, sale and delivery of the 2026A Bonds are subject to the <br /> approval of Sanford Holshouser PLLC. 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 PLLC, 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 2026A 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 2026A 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 2026A 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 2026A Bonds, including this Official Statement. Bond Counsel has, <br /> however, provided the sample legal opinion form that appears as Appendix D, prepared the document <br /> summaries that appear as Appendix C, and approved the descriptions in this Official Statement of(1) the <br /> terms of the 2026A Bonds and the financing documents and(2)its legal opinion. In this transaction,Bond <br /> Counsel serves only as bond counsel to the County. <br /> TAX TREATMENT <br /> OPINION OF BOND COUNSEL <br /> Tax Treatment of 202" Bonds. In the opinion of Sanford Holshouser PLLC, Carrboro, North <br /> Carolina,Bond Counsel for the County("Bond Counsel"),under existing law,interest on the 2026A Bonds <br /> (1) is not included in gross income for federal income tax purposes under Section 103 of the Internal <br /> Revenue Code of 1986, as amended(the"Code"), and(2) is exempt from State of North Carolina income <br /> 17 <br />