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f
<br /> W the rating of any class of security of the County shall have been downgraded or
<br /> withdrawn by a national credit rating service,or
<br /> (xi) the Certification has been modified or revoked.
<br /> (f) At or prior to the date of the Closing, the Underwriters shall receive the following
<br /> documents:
<br /> (i) The Resolution certified by the Clerk of Circuit Court under seal as having been
<br /> duly enacted,adopted or executed,as the case maybe,by the County and as being in effect,with
<br /> only such supplements, modifications or amendments as may have been agreed to by the
<br /> Underwriters.
<br /> (ii) Fully executed counterparts of(A)the Continuing Disclosure Certificate,and(B)
<br /> the Official Statement and copies of conformed Official Statements sufficient to satisfy the
<br /> requirements of Section 4 hereof.
<br /> (iii) A final approving opinion of Bryant,Miller and Olive,P.A.,Bond Counsel to the
<br /> County, addressed to you, dated the date of the Closing,in substantially the form included in the
<br /> Official Statement as Appendix E.
<br /> (iv) A letter of Bryant, Miller and Olive, P.A., addressed to the Underwriters, and
<br /> dated the date of Closing, to the effect that their final approving opinion referred to in Section
<br /> 8(f)(iii)hereofmaybe relied upon by the Underwriters and the Insurer to the same extent as ifsuch
<br /> opinion were addressed to the Underwriters and the Insurer.
<br /> (v) A supplemental opinion of Bryant,Miller and Olive,P.A.,addressed to you and
<br /> the Underwriters,and dated the date of Closing,to the effect that,(A)the information set forth in
<br /> the Official Statement under the headings,"INTRODUCTION,""PURPOSES OF THE SERIES
<br /> 2001 BONDS,""DESCRIPTION OF THE SERIES 2001 BONDS"and "SECURITY FOR
<br /> THE SERIES 2001 BONDS" (other than the financial and statistical information and infomration
<br /> concerning the Insurer included therein as to which no opinion need be expressed),insofar as such
<br /> information purports to be descriptions or summaries of the Act, the Resolution and the Series
<br /> 2001 Bonds, constitute correct summaries of the matters set forth or the documents referred to
<br /> therein,and the informationunder the heading"TAX EXEMPTION'is correct,and(B)the Series
<br /> 2001 Bonds are not required to be registered under the Securities Act of 1933,as amended, and
<br /> it is not necessary to qualify the Resolution under the Trust Indenture Act of 1939,as amended.
<br /> (vi) An opinion of Paul G. Bangel, County Attorney, a portion of which may be
<br /> delivered by Special County Attorney, addressed to you,the Insurer and the Underwriters,and
<br /> dated the date ofthe Closing,to the effect that, (A)the County is a political subdivision ofthe State
<br /> of Florida, duly created and validly existing and has full legal right,power and authority to adopt
<br /> the Resolution and perform its obligations under the Resolution, and to authorize, execute and
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