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FRO" 0 M 0 904 224 1344 4.12.1993 20139 P.11 County or the title of any of the members of the Board of officials of the County to their respective offices or in any way contesting the operation of the System by the County, including but not limited to its power to levy fees, rates and charges for the use of services of the System, or if such litigation does exist, the Underwriter will receive an opinion of Charles P. Vitunac, Esquire, Attorney for the County, that any such litigation is without merit. (d) Except as described in the Official Statement, there shall have been no material adverse change in the financial condition of the County since September 30, 1992. (e) At the Closing, the Underwriter shall receive the following documents each dated as of the Closing: (i) An opinion of Rhoads i ninon, Bond Counsel, substantially in the form attached to the official State- ment as Appendix F, together with letters of such counsel, dated the Date of Closing and addressed to the Underwriter, to the effect that the foregoing opinion addressed to the county may be relied upon by the Underwriter to the same effect as if such opinion were addressed to themf (ii) An opinion of bond Counsel, addressed to the County and the Underwriter to the effect that the information contained in the official Statement under the headings "Purpose of the series 1993 Bonds," "Description of the Series 1993 Bonds," "Security and Sources of Payment," "Approval of Legality" and "Tax Exemption," insofar as such information purports to summarize portions of the Resolution, the Bonds, or the laws referred to therein, constitutes a fair summary of the portions of such documents and the law purported to be summarized therein and to the effect that the information under "Tax Exemption" is correct. (iii) A defeasance opinion, dated the data of the Closing and addressed to the Underwriter, of Bond Counsel, addressed to the County and the Underwriter, in such form as is mutually, reasonably acceptable to the Underwriter and Bond Counsali (iv) An opinion, dated the Date of the Closing and addressed to the County and the Underwriter, of Charles P. Vitunac, Esquire, Attorney for the County, to the effect that: (i) this Purchase Contract and the Escrow Deposit Agreement have been duly authorized,. executed and delivered by the County and constitutes a legal, valid and binding agreement of the County in accordance with its terms except to the extent that the enforceability of -10-