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the Official Statement under the sections entitled <br />"Purpose", "Future Financing Plans", "Description of <br />Bonds", "Security and Sources of Payment", "Summary of <br />Certain Provisions of the Resolution", "Tax <br />Exemption","Non Arbitrage Bonds", "Appendix B" and <br />"Appendix D," insofar as such statements constitute <br />summaries of provisions of the Bonds, Resolution, the <br />Act or the documents executed and delivered in <br />connection with the issuance and delivery of the Bonds, <br />or refer to opinions they have given, are correct in <br />all material respects and do not omit any statements <br />which should be included or referred to therein in <br />order to describe fairly the matters described <br />therein. In addition, such counsel shall state in its <br />letter containing the foregoing opinion or in a <br />separate letter dated the Closing Date and addressed to <br />the Underwriter to the effect that, without having <br />undertaken to determine independently the accuracy, <br />completeness or fairness of the statements contained in <br />the Official Statement except as set forth in (2) <br />above, based upon their participation as Bond Counsel <br />in the preparation of the Official Statement, and as of <br />the Closing Date, such counsel has no reason to believe <br />that the Official Statement as of its date contained <br />any untrue statement of a material fact or omitted to <br />state a material fact necessary to make the statement <br />therein, in the light of the circumstances under which <br />they were made, not misleading (except for any <br />economic, financial, technical and statistical data <br />included therein and information contained in or <br />summarized from summary reports of engineers included <br />therein, as to which no view need be expressed), or <br />that the Official Statement (together with any <br />amendments or supplements thereto) as of the Closing <br />Date contains any untrue statement of a material fact <br />or omits to state a material fact necessary to make the <br />statement therein, in the light of the circumstances <br />under which they were made, not misleading (except as <br />aforesaid); <br />(iii) An opinion of Gunster, Yoakley, Criser & <br />Stewart, P.A., Counsel to the Underwriter, dated the <br />Closing Date and addressed to the Underwriter, to the <br />effect that the Bonds are exempted securities within <br />the meaning of Section 3(a)(2) of the Securities Act <br />and the Resolution is exempt from qualification under <br />the Trust Indenture Act, and it is not necessary, in <br />connection with the public offering and sale of the <br />Bonds, to register any security under the Securities <br />Act or to qualify any indenture under the Trust <br />Indenture Act. In addition, such counsel shall state <br />in its letter containing the foregoing opinion or in a <br />separate letter dated the Closing Date and addressed to <br />the Underwriter to the effect that, without having <br />