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UNDERWRITING The Bonds are being purchased by the Underwriter shown on the cover page hereof at an aggregate purchase price of $1,778,700 plus accrued interest to the date of delivery. The offer of the Underwriter to purchase the Bonds, accepted by the County, provides for the purchase of all but not less than all of the Bonds. The aggregate initial public offering price is $1,841,338 plus accrued interest to the date of delivery. The Underwriter may offer and sell Bonds to certain dealers (including dealers depositing Bonds into investment trusts) and others at prices lower than the public offering prices stated on the cover page hereof. The initial public offering prices may be changed from time to time by the Underwriter. VALIDITY The Bonds will have been validated by a judgment of the Circuit Court of the Nineteenth Judicial Circuit in and for Indian River County, Florida, and the time for taking an appeal from such judgment will have expired, prior to the delivery of the Bonds. LEGAL OPINION The Bonds will be accompanied at delivery with customary closing documents, including an unqualified opinion as to their legality by Freeman, Richardson, Watson, Slade, McCarthy & Kelly, P. A., Jacksonville, Florida, Bond Counsel to the County in the form attached hereto as Appendix C. TAX EXEMPTION In the opinion of Bond Counsel, the interest on the Bonds is, under existing laws, regulations and judicial decisions, exempt from all Federal income taxation and the Bonds and the income thereon are exempt from taxation under the laws of the State of Florida, except as to taxes imposed by Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by corporations. LITIGATION The County is a named defendant from time to time in various suits. It is believed that none of the actions presently pending will have a material effect upon finances of the County or the revenues of the Facilities. There is no litigation pending seeking to restrain or enjoin the issuance or delivery of the Bonds or the proceeding or authority under which they are to be issued. Neither the creation, organization or existence of the County is contested. There is no litigation pending, which, in any manner, questions the right of the County to issue the Bonds or to use the Revenue Sharing Trust Funds for repayment of the Bonds. 36 AN 181978 Box 3.0 3) PA J