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Bonds, to register any security under the Securities Act or to qualify any indenture under the Trust Indenture Act. In addition, such counsel shall state in its letter containing the foregoing opinion or in a separate letter dated the Closing Date and addressed to the Underwriter to the effect that, without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement based upon their participation as counsel to the Underwriter in their preparation of the Official Statement, and as of the Closing Date, such counsel has no reason to believe that the Official Statement as of its date contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except for the economic, financial, technical and statistical data included therein and information contained in or summarized from summary reports of engineers included therein, as to which no view need be expressed), or that the Official Statement (together with any amendments or supplements thereto) as of the Closing Date contains any untrue statement of the circumstances under which they were made, not misleading (except as aforesaid); (iv) A certificate, c1.tted the Closing Date, of the Chairman of the Board of the Issuer to the effect that (1) the representations and warranties of the Issuer contained herein are true and correct on and as of the Closing Date as if made on suoh date, (2) no litigation is pending or, to the best of his knowledge, threatened in any court challenging the creation, organization or existence of the Issuer, or seeking to restrain or enjoin the issuance or delivery of any of the Series 1991 Bonds, or in any way contesting or affecting the validity of the Series 1991 bonds, the Resolution or the pledge thereof of any funds, moneys or securities under the Resolution, or in any way contesting or affecting the validity of the Series 1991 Bonds, the Resolution or the pledge thereof of any funds, moneys or securities under the Resolution, or in any way contesting or affecting the validity of this Agreement or any other transaction contemplated by this Agreement or the Official Statement, and that, except as described in the Official Statement, there is no litigation pending or, to the hest of his knowledge, threatened against the Issuer or involving any of the property or assets under the control of the Issuer which involves the possibility of any judgment or liability, not fully covered by insurance, which may result in any material adverse change in the business, 10