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adverse change has occurred in the financial position or <br />results of operations of the County except as set forth <br />in or contemplated by the Official Statement; (E) the <br />County has not, since September 30, 1992, incurred any <br />material liabilities other than in the ordinary course of <br />business or as set forth in or contemplated by the <br />Official Statement; (F) the County has not, since 1975, <br />been in default on any bonds or other debt obligations of <br />the County; and (G) the Official Statement did not as of <br />its date, and does not as of the Date of Closing contain <br />any untrue statement of a material fact or omit to state <br />a material fact required' to be included therein or <br />necessary in order to make the statements contained <br />therein, in the light of the circumstances in which they <br />were made, not misleading. <br />(vi) An opinion, dated the Date of Closing and <br />addressed to the Underwriter, of Bryant, Miller and <br />Olive, P.A., and Josias & Goren, P.A., Co -counsel for the <br />Underwriter, to the effect that (A) it is not necessary <br />to register the Bonds under the Securities Act of 1933, <br />as amended, or to qualify the Resolution under the Trust <br />Indenture Act of 1939, as amended; and (B) based upon the <br />information made available to them in the course of their <br />participation in the preparation of the Official <br />Statement as counsel for the Underwriters and without <br />having undertaken to determine independently or assuming <br />any responsibility for the accuracy, completeness or <br />fairness of the statements contained in the Official <br />Statement, they do not believe that the Official <br />Statement as of its date and as of the Closing Date <br />contained any untrue statement of a material fact or <br />omitted to state a material fact required to be stated <br />therein or necessary to make the statements therein, in <br />the light of the circumstances under which they were <br />made, not misleading (except that no opinion or belief <br />need be expressed as to any engineering, financial and <br />statistical data contained in the Official Statement). <br />(vii) A letter from Coopers & Lybrand, independent <br />certified public accountants, addressed to the County and <br />the Underwriter, consenting to the use of the audited <br />financial statements of the County in the Official <br />Statement. <br />(viii) A certificate from the First Union Nation <br />Bank of Florida, Jacksonville, in form and substance <br />satisfactory to the Underwriter and its counsel, to be <br />dated the Date of Closing. <br />-13- <br />