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(ix) A certificate of, or opinion of counsel to, <br />the Insurer to the effect that the information relating <br />to it appearing under the caption "MUNICIPAL BOND <br />INSURANCE" in the Official Statement accurately and <br />fairly presents the information purported to be shown <br />therein, fairly and accurately describes the Insurer. <br />(x) An opinion, dated the Date of Closing, and <br />addressed to the -Underwriter from counsel for the <br />Insurer, to the effect that: (A) the Insurer is duly <br />organized and validly existing under the laws of its <br />state of incorporation and is qualified to do business in <br />the State of Florida, and (B) the Policy has been duly <br />and validly issued by the Insurer and constitutes the <br />legal, valid and binding obligation of the Insurer <br />enforceable in accordance with its terms except as <br />lisited by bankruptcy, insolvency, moratorium and other <br />laws affecting creditors' rights generally and subject as <br />to enforceability by general principles of equity. <br />(xi) Verification by NeGladrey & Pullen, <br />Minneapolis, Minnesota, independent certified public <br />accountants, of the accuracy of the mathematical <br />computations supporting (i) the adequacy of the maturing <br />principal amounts of, and interest earned on, the Escrow <br />Securities deposited under the Escrow Deposit Agreement <br />to pay the principal of and interest and premium on, the <br />obligations being refunded with the proceeds of the <br />Bonds, and (ii) the conclusion that the refunding aspects <br />of the Bonds will not cause the Bonds to be "arbitrage <br />bonds" under Section 103(c) of the Internal Revenue Code. <br />(xii) Such additional legal opinions, certificates, <br />instruments and other documents as the Underwriter may <br />reasonably request to evidence the truth and accuracy, as <br />of the date hereof and as of the Date of Closing, of the <br />County's representations and warranties contained herein <br />and of the statements and information contained in the <br />Official Statement and the due performance or <br />satisfaction by the County on or prior to the Date of <br />Closing of all the agreements then to be performed and <br />all conditions then to be satisfied by it. <br />(f) The Insurer shall have issued its policy to insure <br />the Bonds and Standard & Poor's Corporation and Moody's <br />Investors Service, Inc. shall have assigned their municipal <br />bond ratings of "AAA" and "Aaa" respectively, to the Bonds. <br />(g) Evidence that First Union Nation Bank of Florida, <br />Jacksonville Nations, has been approved by the County as the <br />Paying Agent and Bond Registrar for the Bonds. <br />-14- <br />