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GOULD COOKSEY FENNELL , P. A. ALLISON B . BENTLEY, LL. M . L A T T O R N E Y S A T L A W WILLIAM N . KIRK, LL. M, DAVID M . CARTER * ® Ask Someone You Trust,,, CHRISTOPHER H . MARINE BRIAN J . CONNELLY JASON L. ODOM BYRON T. COOKSEY EUGENE J . O' NEILL ** • TODD W FENNELL. LLM. 979 BEACHLAND BOULEVARD ■ VERO BEACH , FLORIDA 32963 SANDRA G . RENNICK JONATHAN L PITZGERALD , CPA 772 . 231 . 1100 TELEPHONE ■ 772 . 231 . 2020 FAX JOHN R GOULD ( 1921 -1988) ANTHONY P CUETTLER, LLM . DARRELL FENNELL ( 1937-2004) TROY B . HAFNER LLM. * www. gouldcook ; ev. COM CUNT S . MALONE ( 1974- 2007) • fl_ BOARD CERTIFIED CIVIL TRIAL ** EL_ BOARD CERTIFIED * fl _ BOARD CERTIFIED WILLS , BUSINESS LITIGATION AND I RUSTS AND FS IA LS CONSTRUCTION LAW December 6 , 2011 William DeBraal , Esq . Deputy County Attorney Indian River County 1801 27th Street Vero Beach , Florida 32960 - 3328 Re * Pressley Ranch , Inc . to NAWCA Transaction Dear Mr. DeBraal : This firm has acted as legal counsel to the Seller in connection with the above referenced transaction . This closing opinion is furnished to the Purchaser in accordance with the Addendum to the Contract for Sale and Purchase governing the transaction, dated August 16 , 2011 (the "Addendum") . In rendering our opinion set forth herein , we have assumed the authenticity of all documents submitted to us as originals , the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies . We have also assumed the legal capacity for all purposes relevant hereto of all natural persons who have authorized or executed such documents , and , with respect to all parties to agreements or instruments relevant hereto that such parties had the requisite power and authority (corporate or otherwise ) to execute , deliver and perform such agreements or instruments , that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise) , executed and delivered by such parties and that such agreements or instruments are the valid , binding and enforceable obligations of such parties . As to questions of fact material to our opinion , we have relied upon the representations made in the Contract for Sale and Purchase and supporting closing Seller Affidavits . Based upon the foregoing , we are of the opinion that all Seller covenants , representations and warranties as contained in the Addendum (photocopy attached hereto as Exhibit "A") be and are true and correct as of the closing date of this transaction .