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In the opinion of the County Attorney, there is no litigation or controversy of any nature now pending or, to the
<br />County's knowledge, threatened to retrain or enjoin the issuance, sale, execution or delivery of the Series 1991 Bonds or
<br />in any way contesting the validity of the Series 1991 Bonds or any proceedinp of the County taken with respect to the
<br />authorization, sale or insane of the Series 1991 Bonds or the pledge or application of any moneys provided for the payment
<br />of the Series 1991 Bonds.
<br />RATINGS
<br />Fitch Investors Service, Inc., Moody's Investors Service and Standard & Poor's Corporation have assigned ratinp of
<br />"AAA', "Ana" and "AAA", respectively, to the Series 1991 Bonds, with the trade shmdiog that, upon delivery of the Series
<br />1991 Bonds, the Financial Guaranty Policy will be issued by Financial Guaranty. Such ratings reflect only the views of such
<br />organizations and any desired ettplanstioo of the significance of such Wisp should be obtained from the rating agency
<br />furnishing the same, at the following addresses: Fitch Investors Service, Inc., One State Street Plans, New York, New York
<br />10004; Moody's Investors Service, Inc., 99 Church Street, New York, New York 10007; Standard & Poor's Corporation,
<br />25 Broadway, New York, New York 10004. Generally a rating agency bases its rating on the information and materials
<br />furnished to it and on investigations, studies and assumptions of its own. There is no assurance such ratings will continue
<br />for any given period of time or that such ratings will not be revised downward or withdrawn entirely by the rating agencies,
<br />if in the judgment of such rating agencies, circumstances so warrant. Any such downward revision or withdrawal of such
<br />ratings may have an adverse effect on the market price of the Series 1991 Bonds.
<br />UNDERWRITING
<br />The Series 1991 Bonds are being purchased by Raymond James & Associates, Inc. (the 'Underwriter"), subject to
<br />certain terms and conditions set forth in a bond purchase agreement between the County and the Underwriter, including the
<br />approval of certain legal matters by Bond Counsel and the existence of no material change in the affairs of the County from
<br />those set forth in this Official Statement.
<br />The aggregate purchase price payable by the Underwriter is $ plus accrued interest on the Series 1991
<br />Bonds from October 1, 1991 to the date of delivery of the Series 1991 Bonds. The Series 1991 Bonds are offered for sale
<br />to the public at the price set forth on the cover page of this Official Statement. The Series 1991 Bonds may be offered and
<br />sold to certain dealers at prices lower than such offering prices, and such public offering prices may be changed, from time
<br />to time, by the Underwriter.
<br />APPROVAL OF LEGALITY
<br />Certain legal matters incident to the authorization, issuance, sale, and delivery of the Series 1991 Bonds, and the
<br />treatment of the interest thereon for federal income tax purposes, are subject to the approval of Rhoads & Sinop, Boca Raton,
<br />Florida, Bond Counsel, whose approving opinion in substantially the form attached hereto u Appendix E will be printed on
<br />all of the Series 1991 Bonds. In its capacity as Bond Counsel, Rhoads & Sinon has participated in the preparation of, and
<br />has reviewed those portions of this Official Statement contained under the captions "DESCRIPTION OF THE SERIES 1991
<br />BONDS," "SECURITY AND SOURCES OF PAYMENT," "APPROVAL OF LEGALITY," "TAX EXEMPTION," and
<br />the "SUMMARY OF CERTAIN PROVISIONS OF THE RESOLUTION" contained in Appendix C to this Official Statement
<br />and the language on the cover and in the summary of this Official Statement insofar as such portions and such language
<br />summarize or describe the terms of the Series 1991 Bonds, the Resolution and the tax-exempt status of the Series 1991
<br />Bonds. The firm has not been retained to pass upon, and will not express any opinion upon, any other information contained
<br />in this Official Statement or that may be made available to prospective purchasers of the Series 1991 Bonds. Certain legal
<br />matters will be passed upon for the County by the County Attorney, Charles P. Vitunac, Vero Beach, Florida, and for the
<br />Underwriter by its counsel, Carlton, Fields, Ward, Emmanuel, Smith & Cutler, P.A., West Palm Beach, Florida.
<br />MISCELLANEOUS
<br />The references to, and excerpts of, all documents referred to herein do not purport to be complete statements of the
<br />provisions of such documents and reference is directed to all such documents for full and complete statements of all matters
<br />of fact relating to the Series 1991 Bonds, the security for the payment of the Series 1991 Bonds, and the rights and
<br />obligations of Registered Owners thereof.
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