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APPROVAL OF LEGALITY
<br />Certain legal matters incident to the authorization, issuance, We, and delivery of the Series 1993 Bonds,
<br />and the treatment of the interest thereon for federal income tax purposes, are subject to the approval of Rhoads
<br />& Sinon, Boca Raton, Florida, Bond Counsel; whose approving opinion in substantially the form attached hereto
<br />as Appendix E will be printed on all of the Series 1993 Bonds. In its capacity as Bond Counsel, Rhoads & Sinon
<br />has participated in the preparation of, and has reviewed those portions of this Preliminary Official Statement
<br />contained under the captions "DESCRIPTION OF THE SERIES 1993 BONDS," "SECURITY FOR THE
<br />SERIFS 1993 BONDS," "APPROVAL OF LEGALITY,"'TAX EXEMPTION," and the "THE RESOLUTION"
<br />contained in Appendix C to this Preliminary Official Statement and the language on the cover and in the
<br />summary of this Official Statement insofar as such portions and such language summarize or describe the terms
<br />of the Series 1993 Bonds, the Resolution and the tax-exempt status of the Series 1993 Bonds. The firm has not
<br />been retained to pass upon, and will not express any opinion upon, any other information contained in this
<br />Official Statement or that may be made available to prospective purchasers of the Series 1993 Bonds. Certain
<br />legal matters will be passed upon for the County by the County Attorney, Charles P. Vitunac, Esquire, Vero
<br />Beach, Florida, and for the Underwriter by its co -counsel, Bryant, Miller and Olive, PA., Tallahassee, Florida,
<br />and Josias and Goren, Ft. Lauderdale, Florida.
<br />TAX EXEMPTION
<br />Federal Income Tax Matters
<br />On the date of delivery of the Series 1993 Bonds, Rhoads & Sinon, Boca Raton, Florida, Bond Counsel,
<br />will issue an opinion to the effect that under existing statutes, regulations and judicial decisions, interest on the
<br />Series 1993 Bonds is excluded from gross income for purposes of federal income taxation and is not an item of
<br />tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, but
<br />that in the case of corporations (as defined for federal income tax purposes), such interest is taken into account
<br />in determining adjusted current earnings for purposes of such alternative minimum tax.
<br />The opinion summarized in the preceding paragraph is subject to the condition that the County comply
<br />with all requirements of the Internal Revenue Code of 1986, as amended, and applicable regulations promulgated
<br />with respect thereto (the "Code), that must be satisfied subsequent to the issuance of the Series 1993 Bonds in
<br />order that the interest thereon be and continue to be excluded from gross income for federal income tax
<br />purposes. The County has covenanted to comply with all such requirements, which include, i�r cilia, restrictions
<br />upon the yield at which proceeds of the Series 1993 Bonds and other money held for payment of the Series 1993
<br />Bonds and deemed "proceeds" thereof may be invested and the requirement to calculate and rebate any arbitrage
<br />that may be generated with respect to investments attributable to the Series 1993 Bonds. Failure to comply with
<br />such requirements could cause the interest on the Series 1993 Bonds to be included in gross income retroactive
<br />to the date of issuance of the Series 1993 Bonds.
<br />Ownership of the Series 1993 Bonds may result in collateral federal income tax consequences to certain
<br />taxpayers, including, without limitation, financial institutions, property and casualty insurance companies, certain
<br />subchapter S corporations with substantial passive income and Subchapter C earnings and profits, individual
<br />recipients of Social Security or Railroad Retirement benefits and taxpayers who may be deemed to have incurred
<br />or continued indebtedness to purchase or carry the Series 1993 Bonds. Bond Counsel will express no opinion
<br />as to such collateral tax consequences, and prospective purchasers of the Series 1993 Bonds should consult their
<br />tax advisors.
<br />The County has covenanted, and will issue its certificate to the effect that on the basis of the facts,
<br />estimates and circumstances in existence on the date of delivery of the Series 1993 Bonds, the proceeds of the
<br />Series 1993 Bonds will not be used in a manner that would cause the Series 1993 Bonds to be or become
<br />"arbitrage bonds" In the opinion of Bond Counsel, based upon the facts, estimates and circumstances set forth
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