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plaintiffs therein are without merit), (3) to the best <br />of his knowledge, neither the Official Statement nor <br />any amendment or supplement thereto, as of their <br />respective dates, contains any untrue statement of a <br />material fact or omits to state any material fact <br />necessary in order to make the statements contained <br />therein, in the light of the circumstances under which <br />they were made, not misleading, (4) no event has <br />occurred since the date of the Official Statement which <br />should be disclosed in the Official Statement for the <br />purposes for which it is to be used or which is <br />necessary to be disclosed therein in order to make the <br />statements and information therein not misleading in <br />any material respect and (5) the Issuer has complied <br />with all of the agreements and satisfied all the <br />condition on its part to be performed or satisfied at <br />or prior to the Closing; <br />(v) An opinion of Charles P. Vitunac, County <br />Attorney, dated the date of the Closing, and in form <br />and substance acceptable to Counsel for the <br />Underwriter, to the following effect: <br />(1) This Agreement has been duly authorized, <br />executed and delivered by the Issuer and constitutes a <br />valid, legal and binding agreement of the Issuer <br />enforceable in accordance with its terms; <br />(2) The Issuer is a county duly organized <br />and existing under the Constitution and laws of the <br />State and is a Subdivision thereof and has good right <br />and lawful authority to operate, maintain and improve <br />the System, and to fix and establish fees and other <br />charges in respect of such System and collect revenues <br />therefrom, as required by the Resolution and to perform <br />all of its obligations under the Resolution in those <br />respects; <br />(3) No consent, waiver or any other action <br />by any person, board or body, public or private, other <br />than the approval of the Board which has been duly and <br />validly obtained, is required as of the date of the <br />Closing for the County to adopt the Resolution or issue <br />the Bonds or this Agreement, or to perform its <br />obligations under any of the foregoing; <br />(4) The execution and delivery of this <br />Agreement and the Bonds and the adoption of the <br />Resolution and compliance with the provisions of each <br />do not and will not conflict with or constitute a <br />breach of or default under any applicable law or <br />administrative regulation of the State or the United <br />States or any applicable judgment or decree or any <br />trust agreement, loan agreement, bond, note, <br />11 <br />