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EXHIBIT "H"" <br />(Form of the AMBAC Legal Opinion) <br />, 1991 <br />Board of County Commissioners <br />of Indian River County <br />Vero Beach, Florida <br />William R. Hough & Co. <br />St. Petersburg, Florida <br />Gentlemen: <br />This opinion has been requested of the undersigned, a Vice <br />President and an Assistant General Counsel of AMBAC Indemnity <br />Corporation, a Wisconsin stock insurance company ("AMBAC Indemnity"), <br />in connection with the issuance by AMBAC Indemnity of a certain <br />Municipal Bond Insurance Policy, effective as of the date hereof <br />(the "Policy"), insuring $ in aggregate principal <br />amount of the Indian River County, Florida (the "Issuer"), <br />Recreational Revenue Bonds, Series 1991, dated August 1, 1991 <br />(the "Bonds"). <br />In connection with my opinion herein, I have examined the <br />Policy, such statutes, documents and proceedings as I have <br />considered necessary or appropriate in the circumstances to <br />render the following opinion, including, without limiting the <br />generality of the foregoing, certain statements contained in the <br />Official Statement of the Issuer dated July , 1991, relating <br />to the Bonds (the "Official Statement") under the heading <br />"MUNICIPAL BOND INSURANCE" and "RATINGS". <br />Based upon the foregoing and having regard to legal <br />considerations I deem relevant, I am of the opinion that: <br />1. AMBAC Indemnity is a stock insurance company duly <br />organized and validly existing under the laws of the State of <br />Wisconsin and duly qualified to conduct an insurance business in <br />the State of Florida. <br />2. AMBAC Indemnity has full corporate power and authority <br />to execute and deliver the Policy and the Policy has been duly <br />authorized, executed and delivered by AMBAC Indemnity and <br />constitutes a legal, valid and binding obligation of AMBAC <br />Indemnity enforceable in accordance with its terms except to the <br />extent that the enforceability (but not the validity) of such <br />obligation may be limited by any applicable bankruptcy, insolvency, <br />