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2 Capitalized terms used, but not otherwise defined, herein shall have the respective meanings ascribed to them in the Official Statement referred to herein. As counsel to the County, I have examined, among other things, certified copies of certain proceedings of the County with respect to the Series 1992 Bonds and other proofs submitted to me which are relevant to the authorization, sale, issuance and delivery of the Series 1992 Bonds; a certified copy of the Resolution; and usual and required closing affidavits, certificates and documents. I have also participated in the preparation of the Preliminary Official Statement pertaining to the Bonds, dated October 16, 1992 and the final Official Statement dated 1992 (collectively the "Official Statement"). Based upon the foregoing, I am of the opinion that: 1. The County is a county duly organized and existing under the Constitution and laws of the State of Florida and is a subdivision thereof and has the right to receive the Half -Cent Sales Tax and the power and authority to issue the Series 1992 Bonds. 2. The Ordinance and the Resolution have been duly enacted and adopted, respectively, by the County and are valid and enforceable instruments. 3. The County is legally obligated to receive, hold and apply the Pledged Funds, including without limitation the Half -Cent Sales Tax, in accordance with the Resolution. 4. No consent, waiver or any other action by any person, board or body, public or private, is required as of the date hereof for the County to adopt the Resolution or issue the Series 1992 Bonds or perform its obligations under either of the foregoing. 5. The adoption of the Resolution and the execution and delivery of the Series 1992 Bonds and the compliance with the provisions of each do not and will not conflict with or constitute a breach of or default under any applicable law or administrative regulation of the State of Florida or the United States or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the County is a party or is otherwise subject. 6. There is no litigation or proceeding, pending or threatened, challenging the creation, organization or existence of the County or the validity of the Series 1992 Bonds or the Resolution, or seeking to restrain or enjoin any of the transactions referred to therein or contemplated thereby, or under which a determination adverse to the County would have a material adverse effect upon, or which in any manner questions the right of the County to receive, hold or apply the Pledged Funds or issue the Series 1992 Bonds. 7. The information in the Official Statement under the Caption "Litigation" fairly and accurately summarizes the information presented therein.