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9 <br />EXHIBIT "E" <br />(Opinion of Counsel to the Underwriter) <br />, 1991 <br />William R. Hough & Co. <br />St. Petersburg, Florida <br />Re: $ Indian River County, Florida, Recreational <br />Revenue Bonds, Series 1991 <br />Gentlemen: <br />This letter is being delivered to you pursuant to Paragraph <br />8(F) (4) of the Bond Purchase Agreement dated July 23, 1991 (the <br />"Bond Purchase Agreement") between William R. Hough & Co. (the <br />"Underwriter") and the Board of County Commissioners of Indian <br />River County,Florida (the "Issuer"), relating to the issuance and <br />sale by the Issuer of the above -referenced bond issue (the <br />"Bonds"). Terms defined in the Bond Purchase Agreement are used <br />in this letter with the meanings assigned to them in the Bond <br />Purchase Agreement. <br />We have acted as your counsel in connection with the sale of <br />the Bonds to you, and in that capacity, have examined the executed <br />counterparts of the Bond Purchase Agreement and the Resolution. <br />We have also examined the originals or copies, certified or otherwise <br />identified to our satisfaction, of such other documents, records <br />and other instruments as we have deemed necessary or advisable <br />for purposes of this letter. <br />It is our opinion that: <br />1. Under existing laws, the Bonds may be offered and sold <br />without registration under the Securities Act of 1933, as amended, <br />based upon the provisions of Section 3(a)(2) of such Act. <br />2. The Resolution is not required to be qualified under the <br />Trust Indenture Act of 1939, as amended, based upon the provisions <br />of Section 304(a)(4) of such Act. <br />3. The requirements contained in the Bond Purchase Agreement <br />which are conditions precedent to the obligation of the Underwriters <br />to accept and pay for the Bonds have been met, except as such <br />requirements have been modified or waived by the Underwriter, <br />such modification or waiver evidenced by the Underwriter's payment <br />for the Bonds. <br />4. Without having undertaken to determine independently the <br />accuracy or completeness of the statements contained in the Official <br />Statement, but on the basis of our conferences with the County <br />Administrator and other representatives of the Issuer, counsel to <br />