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resolution, ordinance, agreement or other instrument to <br />which the Issuer is a party or is otherwise subject; and <br />(5) There is no litigation or proceeding, <br />pending or threatened, challenging the creation, <br />organization or existence of the Issuer, or the <br />validity of the Bonds, this Agreement or the Resolution <br />or seeking to restrain or enjoin any of the <br />transactions referred to therein or contemplated <br />thereby, or under which a determination adverse to the <br />Issuer would have a material adverse effect upon the <br />financial condition or revenues of the System, or which <br />in any manner questions the right of the Issuer to <br />issue the Bonds. <br />(6) The information in the Official <br />Statement under the Caption "Litigation" fairly and <br />accurately summarizes the information presented <br />therein. <br />In addition, such counsel shall state in <br />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 />undertaken to determine independently the accuracy, <br />completeness or fairness of the statements contained in <br />the Official statement except as set forth in (6) <br />above, based upon his participation as County Attorney <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 />(vi) A "comfort letter" from each of Arthur <br />Young & Co. and Coopers & Lybrand dated the Closing <br />Date covering such financial information reasonably <br />requested by the Underwriter and their counsel; and <br />(vii) Evidence, satisfactory to the Underwriter, <br />dated the date of Closing, to the effect that payment <br />12 <br />