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<br /> to pledge, and grant a prior lien on, the Pledged Revenues for payment of the principal of and
<br /> interest on the Series 2001 Bonds as the same becomes due and payable, and (J) except as
<br /> disclosed in the Official Statement,to the best of his knowledge, as of the date of such opinion,
<br /> there is no action, suit,proceeding,inquiry or investigation, at law or in equity, before or by any
<br /> court, government agency, public board or body, pending or threatened against the County,
<br /> affecting or seeking to prohibit,restrain or enjoin the sale,issuance or delivery of the Series 2001
<br /> Bonds,or the pledge of and lien on the Pledged Revenues, or contesting or affecting the validity
<br /> or enforceability in any respect of the Series 2001 Bonds, the Resolution, the Dodgertown
<br /> Documents,the Continuing Disclosure Certificate or this Bond Purchase Contract, or contesting
<br /> the tax-exempt status of interest on the Series 2001 Bonds, or contesting the completeness or
<br /> accuracy of the Official Statement or any supplement or amendment thereto, or contesting the
<br /> powers of the County or the County Commission,or any authority for the issuance of the Series
<br /> 2001 Bonds, the adoption of the Resolution or the execution and delivery by the County of this
<br /> Bond Purchase Contract,the Continuing Disclosure Certificate and the Dodgertown Documents.
<br /> (vii) A certificate,which shall be true and correct at the time of Closing,signed by the
<br /> County Finance Director,or such other officials satisfactory to the Underwriters,and in form and
<br /> substance satisfactory to the Underwriters,to the effect that,to the best of their knowledge and
<br /> belief(A)the representations,warranties and covenants of the County contained herein are true
<br /> and correct in all material respects and are complied with as of the time of Closing, (B) the
<br /> statistical and tabular information appearing in the Official Statement under the subcaptions"State
<br /> Payments,""Tourist Development Tax,"and"Half-Cent Sales Tax"under the principal caption
<br /> "SECURITY FOR THE SERIES 2001 BONDS"has been provided by the County specifically
<br /> for inclusion therein and is true,correct and complete as ofits date,(C)except as described under
<br /> the caption referred to in(B) above, since the date of the audited financial statements contained
<br /> m the Official Statement,there has been no material adverse change in the financial condition of the
<br /> County nor the Pledged Revenues,and(D)the Official Statement did not as ofits date,and does
<br /> not as of the date of Closing, contain any untrue statement of a material fact or omit to state a
<br /> material fact which should be included therein for the purposes for which the Official Statement is
<br /> to be used,or which is necessary in order to make the statements contained therein,in light of the
<br /> circumstances in which they were made, not misleading (provided, that no opinion need be
<br /> expressed regarding the information contained therein relating to the Insurer or the Policy).
<br /> (viii) A certificate of an authorized representative of First Union National Bank,
<br /> Jacksonville,Florida (the"Bank"),as Registrar and Paying Agent to the effect that(A)the Bank
<br /> is a national banking association duly organized,validly existing and in good standing underthe laws
<br /> of the United States of America and is duly authorized to exercise trust powers in the State of
<br /> Florida,(B)the Bank has all requisite authority,power,licenses,permits and franchises,and has
<br /> full corporate power and legal authority to execute and perform its functions under the Resolution,
<br /> (C)the performance by the Bank of its functions under the Resolution will not result in any violation
<br /> ofthe Articles ofAssociationor Bylaws of the Bank, any court order to which the Bank is subject
<br /> or any agreement,indenture or other obligation or instrument to which the Bank is a party or by
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