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PRO" 9 M 0 994 224 1544 4.12.1993 29141 P.14 properties, assets and the financial condition of the county taken as a whole or the System, or (6) asserting that the Official Statement contains any untrue statement of a material fact or omits any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading; (D) since September 30, 1992, no material adverse change has occurred in the financial position or results of operations of the county except as set forth in or contemplated by the official Statement; (E) the County has not, since September 30, 1992, incurred any material liabilities other than in the ordinary course of business or as set forth in or contemplated by the Official state- ment; (F) the county has not, ■ince 1975, bean in default on any bonds or other debt obligations of the County; and (G) the official Statement did not as of its date, and does not as of the Date of closing contain any untrue statement of a material fact or omit to state a material fact required to be included therein or necessary in order to make the statements contained therein, in the light of the circumstances in which they were made, not misleading. (vi) An opinion, dated the Date of Closing and addressed to the Underwriter, of Bryant, Miller and olive, P.A., and Josias i Goren, Co -counsel for the Underwriter, to the effect that (A) it is not necessary to register the Bonds under the Securities Act of 1933, as amended, or to qualify the Resolution under the Trust indenture Act of 1939, as amended; and (B) based upon the Information made available to them in the course of their participation in the preparation of the Official Statement as counsel for the Underwriters and without having undertaken to determine independently or assuming any responsibility for the accuracy, completeness or fairness of the statements contained in the Official Statement, they do not believe that the Official Statement as of its date and as of the Closing Date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that no opinion or belief need be expressed as to any engineering, financial and statistical data contained in the official Statement). (vii) A letter from Coopers S Lybrand, independent certified public accountants, addressed to the County and the Underwriter, consenting to the use of the audited financial statements of the County in the Official Statement. -13-