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2. The Certifications and Assurances have been legally <br />made and constitute legal and binding obligations of the County. <br />We know of no legislation or litigation pending or eminent <br />that might adversely affect the validity of these Certifications <br />and Assurances, or of the performance of the project. We are <br />members of the bar of the State of North Carolina and we do not <br />purport to express any opinion except as to the laws of the <br />State of North Carolina and the laws of the United States. We <br />have assumed no responsibility to update this opinion or take <br />any other action with regard to changes in facts, circumstances <br />or the applicable law. <br />This Opinion letter is provided to satisfy the requirements <br />of the document captioned "AFFIRMATION OF APPLICANT'S ATTORNEY," <br />a copy of which is Exhibit X hereto. Pursuant to the North <br />Carolina Rules of Professional Conduct, it would be <br />inappropriate for this firm to affirm as to matters within the <br />attorney client relationship between it and the County <br />generally, and to agree to notify the North Carolina Department <br />of Transportation concerning matters coming to its attention <br />that relate to the Certifications and Assurances and the <br />opinions expressed herein. Whenever in the course of performing <br />legal services for the County with respect to a matter coming <br />within the scope of the Certifications and Assurances and the <br />opinions expressed herein that may call for disclosure by the <br />