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EXHIBIT "D" <br />Re: Indian River County, Florida <br />Recreational Revenue Bonds, Series 1991 <br />Tndian River County, Florida <br />1840 25th Street <br />Vero Beach, Florida 32960 <br />William R. Rough 6 Co. <br />Suite 800 <br />100 Second Avenue South <br />St. Petersburg, Florida 33701 <br />Ladies and Gentlemen; <br />.1991 <br />Rhoads & Sinon <br />Suite 299 <br />299 W. Camino Gardens Blvd. <br />Boca Raton, Florida 33432 <br />I have acted as counsel to Indian River County, Florida (the "County") in <br />connection with the authorization. sale, issuance and delivery of the <br />Recreational Revenue Bonds. Series 1991, dated as of August 1. 1991, in the <br />aggregate principal amount of $ (the "Bonds"), of the County. The <br />Bonds are being issued pursuant to ReS9lutLon No. Ai"7A df tho County, e, <br />noel Hied and supplemented, including without limitation the amendments and <br />supplements made by Resolution Nos. 91.70, 91•.. and 91- (collectively the <br />"Resolution"). Capitalized terms used, but not otherwise defined, herein shall <br />have the respective meanings ascribed to them in the Official Statement referred <br />to herein. <br />As counsel to the County, I have examined, among other things, certified <br />copies of certain proceedings of the County with respect to the Bonds and other <br />proofs submitted to me which are relevant to the authorization, sale. issuance <br />and delivery of the Bonds; a certified copy of the Resolution; usual and <br />required closing affidavits, certificates and documents. I have also <br />participated in the preparation of the Preliminary Official Statement pertaining <br />to the Bonds, dated July 17, 1991 and the final Official Statement dated <br />�. 1991 (collectively the "Official Statement"). <br />Based upon the foregoing, I em of the opinion that; <br />1. The County is a county duly organized and existing under the <br />Constitution and laws of the State of Florida and is a subdivision thereof and <br />has good right and lawful authority to own. manage end operate the Project, to <br />establish and collect the Gross Revenues and to perforce all of its obligations <br />under the Resolution. <br />