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RHOADS & 81NON ATTORNEYS AT LAW SUITE 301 299 WEST CAMINO GARDENS BOULEVARD BOCA RATON, FLORIDA 33432 Re: Indian River County, Florida $6,510,000 Aggregate Principal Amount of Water and Sewer Revenue Refunding Bonds, Series 1989 May 4, 1989 Dated as of April 15, 1989 OPINION We have acted as Bond Counsel In connection with the authorization, Issuance and sale of the Water and Sewer Revenue Refunding Bonds, Series 1989, dated as of April 15, 1989, In the aggregate princippal amount of $6,510,000 (the 'Bonds'), of Indian River Countyy Florida (the 'County'). The Bonds are Issued pursuant to the Constllutlon and laws of the State of Florida, particularly Chapters 126 and 159, Florida Statutes (1988), and Resolution No. 89-19, duly adopted by the Board of County Commissioners of the County (the 'Board') on February 14, 1989, as amended and supplemented (the 'Resolution'), and other applicable provisions or law. Under the Resolution, Florida National Be* St. Petersburg, Florida (the 'Paying Agent% has been appointed as paying agent and registrar for the Bonds. The Resolution contains covenants of the County to comply with provisions of the Internal Revenue Code or 1986, as amended (the 'Code'), and applicable regulations promulgated thereunder, Inter alto, to preserve the Federal Income tax exemption of the Interest on the Bonds. The County, pursuant to power and authority vested in It by law, has heretofore acquired and/or constructed water and sewer systems located In the Countyy which, together with any and all Improvements, extensions and additions thereto hereafter constructed or acquired and any phyalcally Independent water or sewer system hereafter made a part of the System by resolution of the Board, together with any art all Improvements, extensions and additions thereto thereafter constructed or acquired, are herein referred to as the 'System'. The Resolution provides, Inter ally that the proceeds of the Bonds together with other available funds of the County, are to be used for the purpose o! providing funds for and toward: (1) retirement or the Original Bonds, as that phrase is defined In the Resolution, heretofore Issued by the County to finance a portion of the costs of acquisition and/or construction of the System, (18 establishment of a debt service reserve account !or the Bonds, and (118 payment of a0 costs and expenses of Issuance or the Bonds and retirement of such Original Bonds, all as more fully provided In the Resolution. The principal of and Interest on the Bonds are payable solely from and secured by a lien on and pledge of the Pledged Funds, as defined In the Resolution, which Include the Net Revenues, as that phrase Is defined In the Resolution, of the System. Reference is made to the Resolution for the definition of the term 'Revenues', for terms and conditions upon which certain receipts and revenues pledged under the Resolution may be released from such pledge, and for terms and conditions upon which additional bonds having a senior or parity lien upon and right to payment from such Pledged Funds may be Issued from time to time. The Bonds shall not constitute a general obligation or Indebtedness of the County, and the holders thereof shall never have the right to require or compel the exercise of the power of the County to levy ad valorem taxes for the payment of the principal of and Interest on the Bonds. As Bond Counsel, we have examined, among other things: certined copies of certain proceedings of the Board with respect to the Bonds and other proofs submitted to us which ere relevant to the Issuance and s9le of the Bonds; a certlned copy of the Resolution: certain documents required by the Resolution to be furnished as conclItIons precedent to Issuance and delivery of the Bonds: an affidavit of no Iltigatlon; anon -arbitrage certificate of the County: an Investment certificate of the County; and usual and required closing affidavits, certlAcetes end documents. We also have examined a specimen of the Bonds executed In the manner required by the Resolution, and assume that, es required by the Resolution, all of the Bonds have been slmllariy executed, will be Issued In registered form and will be euthenlieated by the Paying Agent, acting as bond registrar. As to questions o! fact material to our opinion, we have relied upon the certined proceedings and other certifications of public officials furnished to us without undertaking to verify such facts by Independent Investigation. Based on our examinatlon and assuming investment and sppllcatlon of the proceeds of the Bonds as set forth In the aforementioned non -arbitrage certificate and Investment certldcate, assuming that the Bonds will remain In registered form as required by the Resolution, and assuming continuing cc pile by the County with the aforementioned covenants pertaining to the Code, we are of the opinion that: I. The County Is a political subdivision of the State of Florida and has the power to issue the Bonds and to awn, operate and maintain the System. 2. The Resolution has been duly adopted by the County and Is a valid and enforceable Instrument. 3. The Bonds are valid and legally binding special obligations of the County and arc payable from and secured by a lien upon and pledge of the Pledged Funds, as that term is donned In the Resolution. 4. Interest on the Bonds Is exempt hum taxation under the laws of the Stale of Florida, except estate taxes and taxes Imposed by Chapter 220, Florida Statutes, on Interest, Income or profits on debt obligations owned by corporations, banks and savings associations. 5. The Bonds are not presently 'arbitrage bonds' as described In Section 103(b)(2) and Section 148 of the Code and applicable regulations promulgated thereunder. 6. Interest on the Bonds Is exempt, under present statutes, regulations and decisions, from present Federal Income taxes: provided, however, that such exemption does not extend to corporations to the extant he they are required to Include such Interest in the calculation and payment of alternative minimum vexes Imposed under the Code or the 'Environmental Tex' under Section 59A of the Code, or lu certeI foreign corporations doing business In the United States of America to the extent that they are subject to a branch profits tax Imposed under Seetlon 684 of the Code. Further, Intens: on the Bonds Is not an Item of tax preference for purposes of calculating Federal alternative minimum taxes Imposed on Individual. and corporatlons. It is to IX underalaod that the rights critic holders of the Bonds and the enroreeabllity of the Bonds and of the Resolution may be sub)ect to banki'll y, Insolvency, reorganization, moratoduin and other similar laws a8ecting creditors' rights generally heretofore or hereafter enacted and that lhelr enforcement may be subject to :he exercise of ludlcl.l discretion In accordance with general principles of equity. Very truly yo �+ RHOADS firs N v Ghurics L. 5;