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(vi) An opinion of WilliamG. Collins II, Esquire, addressed to you, the Insurer and the
<br />Underwriter, and dated the date of the Closing, to the effect that, (A) the County is a political
<br />subdivision of the State of Florida, duly created and validly existing and has full legal right, power
<br />and authority to adopt the Resolution, to conduct the referendum and perform its obligations under
<br />the Resolution, and to authorize, execute and deliver and to perform its obligations under this Bond
<br />Purchase Contract, the Continuing Disclosure Certificate and the Series 2003 Bonds, (B) the
<br />County has duly adopted the Resolution, has duly conducted the referendum and has duly
<br />authorized, executed and delivered this Bond Purchase Contract and the Continuing Disclosure
<br />Certificate, and assuming the due authorization, execution and delivery of this Bond Purchase
<br />Contract and the Continuing Disclosure Certificate by the other parties thereto, each such
<br />instrument constitutes the legal, binding and valid obligation of the County, enforceable in
<br />accordance with its respective terms; provided, however, the enforceabilitythereofmaybe subject
<br />to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors'
<br />rights generally and subject, as to enforceability, to general principles ofequity and the Series 2003
<br />Bonds have been properly executed by the proper officers of the County, and (C) the use of the
<br />Preliminary Official Statement by the Underwriter for the purpose of offering the Series 2003
<br />Bonds for sale has been duly authorized and ratified by the County, (D) to the best of his
<br />knowledge, the adoption of the Resolution, the conduct of the referendum and the authorization,
<br />execution and delivery of this Bond Purchase Contract, the Continuing Disclosure Certificate and
<br />the Series 2003 Bonds, and compliance with the provisions hereof and thereof, will not conflict
<br />with, or constitute a breach of or default under, any law, administrative regulation, consent decree,
<br />ordinance, resolution or any agreement or other instrument to which the County was or is subject,
<br />as the case may be, nor will such enactment, adoption, execution, delivery, authorization or
<br />compliance result in the creation or imposition of any lien, charge or other security interest or
<br />encumbrance of any nature whatsoever upon any ofthe property or assets ofthe County, or under
<br />the terms of any law, administrative regulation, ordinance, resolution or instrument, except as
<br />expressly provided by the Resolution, (E) to the best of his knowledge, all approvals, consents,
<br />authorizations and orders o f any governmental authority or agency having jurisdiction in any matter
<br />which would constitute a condition precedent to the performance by the County, of its obligations
<br />hereunder and under the Resolution have been obtained and are in fiill force and effect, (F) the
<br />County is lawfully empowered to pledge its full faith and credit to the payment payment of the
<br />principal of and interest on the Series 2003 Bonds as the same becomes due and payable, and (G)
<br />except as disclosed in the Official Statement, to the best of his knowledge, as ofthe date of such
<br />opinion, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or
<br />by any 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 deliveryofthe Series 2003
<br />Bonds, challenge the referendum, or the pledge of the full faith and credit of the County to the
<br />repayment of the Series 2003 Bonds, or contesting or affecting the validity or enforceability in any
<br />respect of the Series 2003 Bonds, the Resolution, the referendum, the Continuing Disclosure
<br />Certificate or this Bond Purchase Contract, or contesting the tax-exempt status of interest on the
<br />Series 2003 Bonds, or contesting the completeness or accuracy of the Official Statement or any
<br />supplement or amendment thereto, or contesting the powers of the County or the County
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