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SEP 29 195 10:48AM BRYANT MILLER OLIVE P. 2/3 September 29, 1995 Board of county commissioners of Indian River County, Florida Vero Beach, Florida City Commission of City of Sebastian, Florida Sebastian, Florida MBIA Insurance Corporation Armonk, New York RE: City of Sebastian, Florida Utilities System Revenue Bonds, Series 1993 Ladies and Gentlemen: We have served as bond counsel in connection with the defeasance of the City of (Sebastian, Florida Utilities System Revenue Bonds, Series :.993 (the "Defeased Bonds"), which are being defeas;ed in connection with the acquisition by Indian River County, Florida (the "County") of the utility system of the City of Sebastian (the "City") pursuant to an interlocal agreement between the City and County dated as of September 20, 1995 (the "Acquisition Agreement"). Funds to defease the Defeased Bonds are being deposited and held pursuant to the Escrow Deposit Agreement (the "Escrow Deposit Agreement") dated as of September 29, 19951 by and among the City, the County and The Bank of New York Trust Company of Florida, N.A., as Escrow Holder. We are of the opinion that the holders Of the Defeased Bonds have no further pledget of and lien on the Fledged .Funds under the resolution authorizing the issuance of such Bonds, other than the right to receive payment from the special fund created for such purpose pursuant to the Escrow Deposit Agreament. In rendering this opinion we have relied on the, report prepared by McGladrey & Pullen, verifying the arithmetical accuracy of certain computations, and have assumed the enforceability of the Escrow EXHIBIT "A" BRYANT,t.AW OFFIGia MILLER AND OLIVA P.A. 201 South 11 cArt 0 Street Suite 300 Tallnhlrwa, Florida 32301 1900123-4911 Barwn Fly, PAM (8041=II0-7800 Suite 1268 101 84"Kamody Boulew w (808)024-0044 S82! B 1�tfve Tye' me" 33ma (IMP"O" sults 101 Atlaete. oaargia 3WM FAX: (SIS)222-2M (" TOS -6433 PAXI (408) 103-e4J7 September 29, 1995 Board of county commissioners of Indian River County, Florida Vero Beach, Florida City Commission of City of Sebastian, Florida Sebastian, Florida MBIA Insurance Corporation Armonk, New York RE: City of Sebastian, Florida Utilities System Revenue Bonds, Series 1993 Ladies and Gentlemen: We have served as bond counsel in connection with the defeasance of the City of (Sebastian, Florida Utilities System Revenue Bonds, Series :.993 (the "Defeased Bonds"), which are being defeas;ed in connection with the acquisition by Indian River County, Florida (the "County") of the utility system of the City of Sebastian (the "City") pursuant to an interlocal agreement between the City and County dated as of September 20, 1995 (the "Acquisition Agreement"). Funds to defease the Defeased Bonds are being deposited and held pursuant to the Escrow Deposit Agreement (the "Escrow Deposit Agreement") dated as of September 29, 19951 by and among the City, the County and The Bank of New York Trust Company of Florida, N.A., as Escrow Holder. We are of the opinion that the holders Of the Defeased Bonds have no further pledget of and lien on the Fledged .Funds under the resolution authorizing the issuance of such Bonds, other than the right to receive payment from the special fund created for such purpose pursuant to the Escrow Deposit Agreament. In rendering this opinion we have relied on the, report prepared by McGladrey & Pullen, verifying the arithmetical accuracy of certain computations, and have assumed the enforceability of the Escrow EXHIBIT "A"