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properties or assets or in the condition, financial or <br />otherwise, of the Issuer, which certificate shall be in <br />the form and substance acceptable to the underwriter <br />(but in lieu of a portion of such paragraph (2), the <br />Underwriter may in its sole discretion accept opinions <br />by counsel to the Issuer and by Bond Counsel, <br />acceptable to the Underwriter in form and substance, <br />that in the opinions of each such Counsel, the issues <br />raised in any such pending or threatened litigation are <br />without substance or that the contentions of any <br />plaintiffs therein are without merit), (3) to the best <br />of his knowledge, neither the Official Statement nor <br />any amendment or supplement thereto, as of their <br />respective dates, contains any untrue statement of a <br />material fact or omits to state any material fact <br />necessary in order to make the statements contained <br />therein, in the light of the circumstances under which <br />they were made, not misleading, (4) no event has <br />occurred since the date of the Official Statement for <br />the purposes for which it is to be used or which is <br />necessary to be disclosed therein in order to make the <br />statements and information therein not misleading in <br />any material respect and (5) the Issuer has complied <br />with all of the agreements and satisfied all the <br />condition on its part to be performed or satisfied at <br />or prior to the Closing; <br />(v) An <br />ty <br />Attorney, dated rthe ndate of `ofrthe Closingles P. ,�aand n <br />formCin <br />and substance acceptable to Counsel for the <br />Underwriter, to the following effect: <br />(1) This Agreement has been duly authorized, <br />executed and delivered by the Issuer and constitutes a <br />valid, legal and binding agreement of the Issuer <br />enforceable in accordance with its terms; <br />(2) The Issuer is a county duly organize <br />and existing under the Constitution and laws of the <br />State and is a Subdivision thereof and has good right <br />and lawful authority to operate, maintain and improve <br />the System, and to fix and establish fees and other <br />charges in respect of such System and collect revenues <br />therefrom, an required by the Resolution and to perform <br />all of its obligations under the Resolution in those <br />respects; <br />(3) No consent, waiver or any other action <br />by any person, board or body, public or private, other <br />than the approvals of the Board and the approval of <br />FmtIAwhich have been duly and validly obtained, is <br />required as of the date of the Closing for the County <br />11 <br />