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VALIDATION
<br />Bonds were validated in a total amount not to exceed $25,000,000 by a Final Judgment of the Circuit
<br />Court of the Nineteenth Judicial Circuit of Florida, in and for Indian River County, rendered on August 26,
<br />1985. The time for an appeal has expired. The Series 1992 Bonds constitute the third installment on the
<br />Bonds so validated.
<br />LITIGATION
<br />In the opinion of the County Attorney there is no controversy or litigation now pending or, to the
<br />best of the County's knowledge, threatened, which seeks to restrain or enjoin the execution, sale, issuance
<br />or delivery of the Series 1992 Bonds or that in any way contests the validity of the Series 1992 Bonds; or
<br />any proceedings of the County taken with respect to the authorization, sale, issuance or delivery of the Series
<br />1992 Bonds, or the pledge or application of any monies provided for the payment of or security for the Series
<br />1992 Bonds.
<br />RATINGS
<br />Moody's Investors Service, Inc. and Standard & Poor's Corporation have assigned their municipal
<br />bond ratings of Aaa and AAA, respectively, to the Series 1992 Bonds with the understanding that upon
<br />delivery of the Series 1992 Bonds, a policy of municipal bond insurance insuring the payment when due of
<br />principal of and interest on the Series 1992 Bonds will be issued by MBIA. Such ratings reflect only the
<br />views of the rating agencies, and an explanation of the significance of such ratings may obtained from the
<br />applicable rating agency. There is no assurance that such ratings will continue for any given period of time
<br />or that they will not be revised or withdrawn entirely by such rating agencies, if in their judgment,
<br />circumstances so warrant. Any downward revision or withdrawal of such ratings may have an adverse effect
<br />upon the market price of the Series 1992 Bonds.
<br />FINANCIAL STATEMENTS
<br />The County's general purpose financial statements at September 30, 1991 and for the year then
<br />ended, included as Appendix B hereto, have been audited by Coopers & Lybrand, independent accountants,
<br />as set forth in their report dated January 31, 1992, which is a part of Appendix B attached hereto.
<br />APPROVAL OF LEGALITY
<br />Certain legal matters incident to the authorization, issuance, sale and delivery of the Series 1992
<br />Bonds, and the treatment of the interest thereon for federal income tax purposes, arc subject to the approval
<br />of Rhoads & Sinon, Boca Raton, Florida, Bond Counsel, whose approving opinion in substantially the form
<br />attached hereto as Appendix E will be printed on all of the Series 1992 Bonds. In its capacity as Bond
<br />Counsel, Rhoads & Sinon has participated in the preparation of, and has reviewed those portions of this
<br />Official Statement contained under the captions 'DESCRIPTION OF THE SERIES 1992 BONDS",
<br />"SECURITY FOR THE SERIES 1992 BONDS", "APPROVAL OF LEGALITY", "TAX EXEMPTION", and
<br />the "SUMMARY OF CERTAIN PROVISIONS OF THE RESOLUTION" contained in Appendix C to this
<br />Official Statement and the language on the cover of this Official Statement relating to the Series 1992 Bonds,
<br />the Resolution and the tax-exempt status of the Series 1992 Bonds. Rhoads & Sinon has not been retained
<br />to pass upon, and will not express any opinion upon, any other information continued in this Official
<br />Statement or that may be made available to prospective purchasers of the Series 1992 Bonds. Certain legal
<br />matters will be passed upon for the County by the County Attorney, Charles P. Vilunac, Vero Beach, Florida.
<br />1E
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